1. Definitions

a. “Account” means to the Client’s information that is stored by Super Simple Marketing and the application of Super Simple Marketing’s submission and promotional efforts on Client’s behalf.

b. “Agreement” means this Agreement as well as any and all addenda.

c. “Payment” means payment in the form of cash, debit, credit card, wire, and/or PayPal duly credited to and received by Super Simple Marketing.

d. “Client” or “User” means the individual, company, or entity for whom services are provided and who enters into this Agreement and not for any other party, individual, or entity.

e. “Subscription” means the schedule of payments made by the Client.

f. “Services” means the work and services provided by Super Simple Marketing for Client through this Agreement and as fully described within this Agreement.

2. Consideration

a. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Super Simple Marketing (individually the “Party” and collectively the “Parties” to this Agreement) agree to the aforementioned and the following.

3. Capacity/Vendor

a. In providing the Services under this Agreement, it is expressly agreed that Super Simple Marketing is acting as a vendor and not as an employee. Super Simple Marketing and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and that this Agreement is exclusively a contract for service. The Client is not required to pay or make any contributions to any social security, local, state, or federal tax, and it is not expected to contribute to unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or any other employee benefit for Super Simple Marketing during the Term of this Agreement. Super Simple Marketing is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to Super Simple Marketing under this Agreement.

4. Guarantee of Ownership

a. The Client guarantees that any element(s) of text, graphics, photos, videos, designs, trademarks, or other artwork provided to Super Simple Marketing for the purposes of any service or work in the course and scope of the Client/Vendor relationship are owned by the Client or that the Client has received permission from the rightful owner(s) to use each of the elements at issue.

5. Ownership of Intellectual Property

a. Any intellectual property rights created by Super Simple Marketing for the purposes of the Client being able to use it for the benefit of its business will be transferred to the Client upon the completion of full payment of the job at issue. All other intellectual property created by Super Simple Marketing will remain exclusively with Super Simple Marketing, including but not limited to intellectual property that is used by Super Simple Marketing for the benefit of the Client.

6. Return of Property

a. Upon the expiry or termination of this Agreement, Super Simple Marketing will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

7. Transfer of Rights

a. Upon completion of payments for each job, all rights relative to each job that is paid in full, including ownership of the website, its content, licensing rights for images, and data collected during the construction of the site and/or testing of the site, will transfer wholly to the Client.

8. Additional Work/Continuation of Agreement

a. The Parties may enter into additional agreements via addenda to this Master Service Agreement without having to enter into a new Master Service Agreement, unless this Master Service Agreement would have been terminated or cancelled in the interim. This Master Service Agreement shall overarch all work, jobs, and addenda regarding the relationship between the Client and Super Simple Marketing. This Agreement shall be continuous unless/until cancelled or terminated. Additional services not listed herein may be provided separately at a separately negotiated rate.

9. Performance

a. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

10. Currency

a. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

11. Reimbursement of Expenses

a. Super Simple Marketing will be reimbursed from time to time for reasonable and necessary expenses incurred by Super Simple Marketing in connection with providing the Services.

b. All expenses must be pre-approved by the Client.

12. Limitations on Responsibilities

a. Super Simple Marketing is not responsible for changes made to the Client’s website by other parties, hackers, “acts of god,” or unforeseen events that adversely affect the Client’s website. Super Simple Marketing is not responsible for the Client overwriting work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content based on the rate of $150.00 per hour. Notwithstanding any other provision of this Agreement, Super Simple Marketing’s obligation to provide services shall cease in the event that the Client’s conduct overwrites any services provided. For example, if the Client’s webmaster uploads content without consulting Super Simple Marketing, then Super Simple Marketing’s obligation to provide services in an attempt to correct such an act may terminate at Super Simple Marketing’s sole discretion with or without additional notice.

13. Cancellation/Termination

a. Unless otherwise specified in any attached, additional, or future addendum, cancellation and/or termination of the Client/Vendor relationship or of any particular job can be made by either party in writing. In the event of Cancellation, Super Simple Marketing will be compensated for services performed through the date of cancellation in the amount of a prorated portion of the fees due. Upon cancellation, all rights to the work provided up until the point of notice of cancellation revert to the Super Simple Marketing, and all original work having originally belonged to the Client will be returned to the Client.

14. Revocation

a. Pursuant to State law, in addition to any right to otherwise revoke an offer, Client may revoke this Agreement up to 11:59 p.m. Pacific Time of the third business day after the Client has signed this Agreement. Client may cancel or revoke this Agreement by sending an email to [email protected]. After this three-day period has passed, the Agreement as well as all deposits and sales are final.

15. Terms of Agreement

a. The term of this Agreement (the “Term”) will begin on the date of full execution of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.

16. Confidentiality

a. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client, including but not limited to accounting records, business processes, and Client records and that are not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

b. Super Simple Marketing agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Super Simple Marketing has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

c. All written and oral information and material disclosed or provided by the Client to Super Simple Marketing under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Super Simple Marketing.

17. Exceptions

a. Confidential Information shall not, however, include any information that Super Simple Marketing can establish:

I. was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Super Simple Marketing by Client;

II. becomes publicly known or made generally available without a duty of confidentiality after disclosure to Super Simple Marketing by Client through no action or inaction of Super Simple Marketing; or

III. is in the rightful possession of Super Simple Marketing without confidentiality obligations at the time of disclosure by Client to Super Simple Marketing as shown by Super Simple Marketing’s then-contemporaneous written files and records kept in the ordinary course of business, provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.

18. Non-Disclosure Agreement

Super Simple Marketing will not knowingly disclose or share any of the Client’s secrets or intellectual property unless required to do so by law, court order, or law enforcement.

19. Privacy Policy

Personal and/or private data and certain other information about the Client are subject to Super Simple Marketing’s Privacy Policy. Super Simple Marketing takes each client’s privacy seriously. By entering into this Agreement, Client agrees to the most current version of Super Simple Marketing’s Privacy Policy.

20. Notice

All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

Super Simple Marketing

2106 W. Artesia Blvd #1012

Torrance, CA 90504

  1. Contact
    1. Client may contact Super Simple Marketing Monday – Friday, 8:30am – 4:30pm Pacific Time at (213) 347-9867. Client may also email Super Simple Marketing at [email protected] or visit www.supersimplemarketing.net at any time.
  2. Content
    1. It is the responsibility of Client to create, maintain, and police the content of its website(s), including obeying all local, regional, and national laws. Sites found in violation of any laws may be terminated at any time without notice or refund. If Client has questions, Client may contact Super Simple Marketing at [email protected] to inquire. Client agrees that it holds Super Simple Marketing harmless, and Client warrants that Client will protect and defend Super Simple Marketing and its subcontractors, agents, and assignees from any liability or suit arising from the use of such elements.
  3. Forbidden Content
    1. Due to policies set forth by the major search engines, Super Simple Marketing does not accept sites that fall into any of the following categories: sites that promote or facilitate online gambling; sites that promote or facilitate copyright violations; sites that sell prescription medications; sites that sell fake or replica products; sites that sell guns and ammunition; or sites with pornography or sexually explicit material.
  4. Third Parties
    1. Super Simple Marketing has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Super Simple Marketing is not responsible for changes made to the Client’s website by other parties that adversely affect the search engine rankings of the Client’s website.
  5. Modification of Agreement
    1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party.
  6. Time of the Essence
    1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  7. Assignment
    1. Super Simple Marketing will not assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  8. Enurement
    1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
  9. Titles/Headings
    1. Section titles and/or headings and/or subheadings are inserted for the convenience of the Parties only and have no legal or contractual effect when interpreting this Agreement.
  10. Gender
    1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  11. Force Majeure
    1. Super Simple Marketing will neither be liable for nor will be considered to be in breach of or in default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond Super Simple Marketing’s reasonable control and/or that Super Simple Marketing is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will provide prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
  12. Reservation and Rights of Service
    1. Super Simple Marketing reserves the right to refuse service to anyone.
  13. Statute of Limitations
    1. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Super Simple Marketing’s services or the Terms of Service must be filed within one (1) year after such claim or cause of action may have arisen or else be forever barred.
  14. Governing Law
    1. Procedurally and substantively, this Agreement will be governed by and construed in accordance with the laws of the State of California. Any disagreements will be handled in the County of Los Angeles, California.
  15. Arbitration, Venue, & Attorneys’ Fees
    1. Any controversy or claim arising out of or relating to this Agreement or to the breach thereof shall be settled by arbitration that is administered by an arbitrator that is mutually agreed upon by the Parties. If no agreement can be reached after 30 days’ notice of a dispute, then the Parties will ask the Judicial Arbitration and Mediation Service (“JAMS”) to select a panel of three arbitrators within Los Angeles County; each party may strike one arbitrator within 15 days of service of the panel, and the parties will be bound to the remaining arbitrator. The arbitrator will render a decision in accordance with the JAMS Arbitration Rules. The Parties agree to accept the arbitrator’s award as final and binding on them. The applicable venue in the case of any dispute shall be Los Angeles County, California. Each Party is responsible for its own attorneys’ fees. 
  16. Waiver
    1. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same provision or of other provisions.
  17. Entire Agreement
    1. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. The specific jobs that the Client seek for Super Simple Marketing to fulfill are enumerated in the attached addendum/addenda. Any such addenda may be added as needed after the date of the full execution of this Master Service Agreement, but no prior discussions or agreements shall nullify, alter, or otherwise modify the Terms of this Agreement.
  18. Integration
    1. The Parties agree that the full terms of this Agreement are to be found within the body of this Agreement and nowhere else except for any attachments specifically noted within this Agreement. The Parties have not relied on any representation that is not set out within this Agreement or specific attachments. Any modifications to this Agreement must be in writing and signed by an authorized officer of Super Simple Marketing. All representations not in writing are null and void.
  19. Severability
    1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  20. Signatures
    1. This Agreement may be executed in counterpart, whether electronically (web, fax, scan, and/or email) or physically.

Last Modified: June 2024