Provider/Client Service Agreement

Entered into on 02/10/2022


Project Deliverables

1. TOP OF FUNNEL Optimization/Design (Content Provided by Client as Needed)

VFP: Identity collection, including email and phone number where possible

Stats to Track: # Identities Collected

  • SEO and Site Content
  • Blog Articles / Social Posts with CTAs to visit a Product Landing Page on our site
  • Downloadable Whitepapers to collect emails/phone numbers
  • Newsletter Sign Up Forms to collect emails/phone numbers

2. MID FUNNEL Optimization/Design (Content Provided by Client as Needed)

VFP: Leads nurtured to established trust and confidence in MindCloud

Stats to Track : Email Opens/Reads, Blog Articles Opened/Read, Newsletters Opened/Read, Engagement on Social Posts and Articles

  • Testimonials, Reviews
  • Companies we partner with
  • Case Studies, etc.
  • Newsletters
  • Email Campaigns (Email Tracking Software may be an extra expense)
  • (All with CTAs to a Product Landing Page on our site)

3. BOTTOM FUNNEL Optimization

VFP: Leads willing to talk to Sales

Stats to Track: Calls Booked, Calls Booked that Signed Up

4. Additional Items

  • SEO Research and direction on what exact phrases, buttons to use
  • Add a live chat widget to the site
  • Landing Pages for Google Ads
  • Set up our Newsletter and Mailing List and manage the content and email sendouts (leveraging the email systems already set up from the LinkedIn lead gen machine)
  • Blog Articles, Site Content based on the SEO direction
  • Website Management
  • Helping on the LinkedIn experiment

Known as "Provider" Master Consulting Services, LLC

  1. josh@masterconsulting.services
  2. 3480 SW 86th Ave, Portland, Oregon 97225
  3. Company's Phone Number - 971-341-5305

and Known as "Client" First Client Full Name

  1. Client Name(s) : Jamie Royce, MindCloud
  2. Client Email(s) : jamie@mindcloudconnections.com
  3. Client Address : 1797 NW Wallace Rd, McMinnville, OR 97128
  4. Phone Number : 971-716-6388


Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties."


Purpose of the Agreement

Client wishes to hire Provide to provide services relating to Client’s project as detailed in this Agreement. Provider has agreed to provide such services according to the terms of this Agreement.


Terms

As covered in the following agreement, no other terms apply to this project unless an addendum or amendment is drafted and approved by Parties.


Services

  1. Funnel Optimizations as Project Deliverables
  2. Look for ways to improve LinkedIn Funnel
  3. Asset Designs
  4. Stat Tracking and Reporting
  5. Market Research as needed.
  6. SEO Research
  7. Website Management
  8. Up to 4 - 1 hour Calls to discuss progress and direction.
  9. Post 60 Day direction meeting to discuss next steps.

Provider shall provide Client with the following services and/or products ("Services"):

Location and Delivery of Services

Location: Provider shall deliver Services to Client at the following location(s): Master Consulting Services Office or at Clients place of choosing.


Delivery of Services. Provider will provide all Services by Agreed Upon Date otherwise specified in this Agreement.

Cost, Fees, Payment, and Refunds.

Cost. The total cost ("Total Cost") for all Services is covered in the before sent invoice . Client shall pay the Total Cost to Provider as follows:

One Time Payment of: $2,500

All payments are non-refundable after 24 hours of payment, unless proof is provided that work as started with 24 hours. Client agrees that upon any dispute or request for a refund, the arbitration clause will be enacted, where in arbitration will be originated by Client, all arbitration fees paid for by Client and any decision made by arbitration will be final.

Any fees paid to Provider fairly compensates Provider for committing to provide the Services and turning down other potential projects/clients.


Exclusivity

Exclusivity. Client understands and agrees that he or she has hired Provider exclusive of any other service provider. In order to provide a high level of satisfaction and quality of service, no other service providers, other than any assistant or third party that Provider hires to complete the Services outlined in this Agreement, are permitted to provide the same or similar services or products, paid or unpaid, at the locations and dates specified in this Agreement.


Intellectual Property

Copyright Ownership. In the event that any copyrighted work(s) are created as a result of the Services provided by Provider in accordance with this Agreement, Provider owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Provider and may be used in the reasonable course of Provider business.

Permitted Uses of Product(s). Provider grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Provider with attribution each time Client uses Provider's property. Personal use includes, but is not limited to, use within the following contexts:

1. In photos on Client’s personal social media pages or profiles; or

2. Client Provided property for use in this Project.


Artistic Release

Style. Client has spent a satisfactory amount of time reviewing Provider's work and has a reasonable expectation that Provider will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

Consistency. Provider will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Provider current portfolio and Provider will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:

1. Every client is different, with different tastes, budgets, and needs;

2. Provider services are often a subjective art and Provider has a unique vision, with an ever-evolving style and technique;

3. Provider will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;

4. Although Provider

5. will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Provider shall have final say regarding the aesthetic judgment and artistic quality of the Services;

6. Dissatisfaction with Provider's aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.


Limit of Liability

Maximum Damages. Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Provider.

Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Provider shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.

Indemnification. Client agrees to indemnify, defend and hold harmless Provider and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Provider provides to Client.


Cancellation, Rescheduling and No-Shows

Cancellation, Rescheduling of Services or No-Show Client. If Client desires to cancel

Services, reschedule Services, or if it becomes impossible for Provider to render Services due to the fault of the Client or parties related to Client, such as failure of the Project to occur or failure of one or more essential parties to the Project to show up in a timely manner, Client shall provide notice to Provider as soon as possible via the Notice provisions detailed in this Agreement. Provider has no obligation to attempt to re-book further Services to fill the void created by Client’s cancellation, rescheduling, no-show or if it becomes impossible for Provider to provide the Services due to the fault of Client (or parties related to Client), and Provider will not be obligated to refund any monies Client has previously paid towards the Total Cost. Client is not relieved of any payment obligations for cancelled Services, rescheduled Services, failing to show up for the Project Meetings , or should it become impossible for Provider to provide the services due to the fault of Client (or parties related to Client) unless the Parties otherwise agree in writing. For instance, if Provider is able to secure another, unrelated client for TBD , then Provider may choose, at its sole discretion, to excuse all (or a portion of) Client's outstanding balance of the Total Cost.


Impossibility

Force Majeure. Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or

2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or

3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

Failure to Perform Services. In the event Provider cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

1. Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and

2. Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and

3. Excuse Client of any further performance and/or payment obligations in this Agreement.

Appropriate Conduct/ Safe Working Environment:

Project:

The Client(s) expressly agree(s) to take best efforts to provide [Provider] and Provider’s staff

with safe and appropriate working conditions. In the event of circumstances deemed by either [Provider] or a bystander to present a threat or implied threat of injury or harm to [Provider] staff or equipment, the [Provider] reserves the right to cancel all services remaining under this Agreement and leave if performing services on-location. At the [Provider]’s discretion, the [Provider] may enact a three-strike policy. After the first offense, the [Provider] will make reasonable efforts to notify the Client(s) or a responsible party. If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), [Provider] shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the project. If the behavior occurs a third time, the [Provider] will immediately leave the project. If the [Provider] leaves the project early due to any offending behavior, the Client(s) expressly agree to relieve and hold [Provider] harmless as a result of incomplete project coverage, or for a lapse in the quality of the [Provider’s] work, and the Client(s) shall be responsible for payment in full.


Non Project

The Client(s) expressly agree(s) to take best efforts to provide [Provider] and Provider’s staff with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to [Provider] staff, [Provider] will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, [Provider] shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold [Provider] harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the [Provider’s]work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether [Provider] resumes work detailed in this Agreement


General Provisions

Governing Law. The laws of Company's State relating to this Agreement, including torts.

govern all matters arising out of or

Severability. If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.

Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

1. Provider's Email:

2. Client Email: First Client Email Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to the Project and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment. The parties may amend this Agreement only by the parties’ written consent via proper Notice.


Arbitration Provision

We agree that the arbitration of any claim or dispute between us shall be administered by FORUM under the Code of Procedure for Resolving Business-to-Business Disputes in effect when the claim is filed. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

The locale shall be the state of Oregon..

The arbitration shall be conducted by a single Arbitrator.

The Arbitrator shall be selected according to the procedures defined by the applicable arbitration rules.

The Chair of the arbitration will be selected by mutual agreement of the Parties, however, ,if the Parties cannot agree the selection will be made by FORUM.

The single Arbitrator will be demonstrably knowledgeable in the subject area of Marketing or Website Design.

The Arbitrator(s) shall apply the law of .

The Arbitration will be conducted under the FORUM Code of Procedure for Resolving Business-to-Business Disputes.

The Parties agree to divide evenly the cost of the Arbitration including the cost of the Arbitrator(s).

Any Hearing held will be in-person, by telephone, or by videoconference as determined by agreement of the parties or,, in absence of agreement, by the Arbitrator(s).

Discovery will be limited to a timely exchange of documents.

The Award shall be a reasoned Award stating the reasoning of the Arbitrator(s).

The Parties will attempt to resolve any dispute or controversy prior to proceeding to arbitration for a period, of 180 days.

The Arbitration will be conducted in English

The Arbitrator(s) are limited to awarding an amount submitted prior to the commencement of the hearings contained in a sealed envelope by each of the Parties.

A Party may file an appeal in arbitration of any final arbitration award before a single arbitrator within 30 days of the date the award is issued. The Party filing such an appeal in arbitration is responsible for paying all filing and arbitrator fees associated with the appellate arbitration proceedings.

The Parties agree to keep confidential the proceedings, participants, documents and evidence and Award of, the arbitration, except as necessary to conduct the arbitration or in connection with any court application ,related to the arbitration or as otherwise required by law.

Signatures:


By signing both Parties agree to abide by this agreement, except where the Laws of the State of Oregon provide exception or provisions to modify.


Signed Date: 02/10/2022

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Client Information
Client Name: Jamie Royce
Client Company: MindCloud
Client Email: jamie@mindcloudconnections.com
Client Phone: 971-716-6388
Client Address: 1797 NW Wallace Rd, McMinnville, OR 97128
Signed by Jamie Royce on Mon May 02 2022 13:15:45 GMT-0700 (Pacific Daylight Time)
IP Address: 50.53.247.234

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