Article 1: Definitions

In this Agreement, the following terms shall have the respective meanings ascribed to them below:

  1. Agreement“: Refers to this Terms of Service document, inclusive of all appendices, schedules, and amendments made in accordance with Article 12 hereof. 
  2. Party or “Parties“: Refers individually or collectively to Experience 1st, LLC (“Provider”) and the undersigned entity or individual (“Partner”).
  3. Provider“: Refers to Experience 1st, LLC, a limited liability company, doing business as Experience 1st, LLC, registered at 2419 schoolhouse ln, East York, PA 17402.
  4. Partner“: Refers to the company or individual entering into this Agreement for the purpose of receiving digital advertising services from the Provider.
  5. Services“: Refers to the digital advertising services and related activities, as specifically delineated in Article 2 of this Agreement, to be rendered by the Provider to the Partner.
  6. Deliverables“: Refers to all outputs, work products, or items generated by the Provider in the course of performing the Services as stipulated in this Agreement.
  7. Confidential Information“: Refers to any proprietary or confidential data, documents, trade secrets, or information, in any form, disclosed by one Party to the other, whether marked as confidential or not.
  8. Initial Fees“: Refers to the preliminary fees payable by the Partner to the Provider for service setup as described in Article 2.1.
  9. Monthly Fees“: Refers to the recurring charges incurred for the provision of Services, as outlined in Article 2.2.
  10. Overage Fees“: Refers to any additional charges incurred when the Provider’s services exceed the stipulated scope or time, as outlined in Article 2.2.
  11. Invoice“: Refers to the itemized bill sent by the Provider to the Partner detailing the Services rendered and corresponding charges.
  12. Intellectual Property“: Refers to copyrights, trademarks, trade secrets, patents, or any other intellectual property rights associated with the Deliverables, Services, or any materials provided by either Party.
  13. “Data Protection Laws”: Refers to all applicable statutes, regulations, and other legal requirements relating to data protection and privacy applicable to the provision and receipt of Services under this Agreement, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
  14. “Term”: Refers to the duration for which this Agreement is valid, starting from the Effective Date and terminating according to the conditions set forth in Article 9.
  15. “Effective Date”: Refers to the date on which this Agreement is executed by both Parties.

These definitions are intended to provide clarity and shall be used in interpreting the clauses of this Agreement.

Article 2: Scope of Services

2.0 General Scope

The Provider, Experience 1st, LLC, shall provide the comprehensive array of digital advertising Services to the Partner. These Services are outlined in the quote or invoice provided as part of the sale process. Any expansion or alteration to the scope of Services shall require written mutual consent from both Parties.

2.1 Initial Fees

2.1.1 Payment Structure

An initial fee is required for the setup of digital advertising Services.

2.1.2 Payment Timeline

This initial fee is payable in advance and is due immediately. The fee is non-refundable unless otherwise specified in writing by both Parties.

2.2 Monthly Fees and Overage

2.2.1 Monthly Invoicing

Following the completion of the setup phase, the Provider shall invoice the Partner on a monthly basis for the Services rendered during the previous month, OR, the Partner may pay on a reoccurring basis via direct debit or credit card charge via the provided invoice.

2.2.2 Fee Structure

The monthly fee shall be based on the scale and complexity of the Services rendered, as outlined in a separate fee schedule or as agreed upon in writing by both Parties.

2.2.3 Overage Fees

Should the volume of work exceed the parameters initially agreed upon—either due to the Partner’s request or unforeseen complexities—an overage fee shall be applicable. The structure and rate of such overage fees shall be outlined in a separate written addendum, to be mutually agreed upon and attached to this Agreement.

2.2.4 Notification of Overage

The Provider shall notify the Partner in writing if it anticipates that overage fees may be incurred, offering the Partner the opportunity to approve or reject additional work that would result in overage fees.

By being explicit about the components of the Services, the payment structures, and the conditions under which overage fees apply, both Parties can establish a more transparent and effective working relationship.

Article 3: Payment Obligations

3.1 Invoice and Payment Cycle

3.1.1 Invoice Issuance

The Provider shall issue a detailed, itemized invoice to the Partner for Services rendered during the previous billing cycle. Each invoice will specify the types of Services rendered, the corresponding costs, any initial or overage fees incurred, and the total amount due.

3.1.2 Payment Deadline

The Partner is obliged to remit the full payment for each invoice within thirty (30) calendar days from the date of the invoice’s issuance. Payments received after this period may be subject to late fees as outlined in Section 3.2.

3.2 Late Fees

3.2.1 Initial Assessment

Payments not received by the Provider within the initial 30-day window will incur a late fee of 2% of the total unpaid invoice amount.

3.2.2 Extended Delay

If payment is not received within sixty (60) days from the date of the invoice’s issuance, an additional late fee of 3% of the total unpaid invoice amount will be applied.

3.2.3 Continued Non-payment

Beyond sixty (60) days, an additional late fee of 3% will be assessed for each subsequent 30-day period that the invoice remains unpaid.

3.2.2 Notification

The Provider will notify the Partner in writing if late fees are applied to an outstanding invoice.

3.3 Outstanding Initial Fees

Upon completion of initial Services, any remaining balance of the setup fees shall become immediately due. The Provider will issue a final invoice for these fees, which the Partner must settle within the standard 30-day payment window to avoid late fees.

Article 4: Obligations of the Partner

4.1 Access Credentials

4.1.1 Needed account access

The Partner shall furnish the Provider with the necessary administrative-level credentials, or grant appropriate permissions, to access the required accounts to successfully perform their duties in a timely manner.

4.2 Branding Assets

4.2.1 Format Requirements

The Partner is required to provide all necessary branding assets, including but not limited to logos, images, and other graphical elements, in the following formats: PNG, AI, or EPS. These should be provided in both color and monochrome versions.

4.2.3 Quality and Resolution

The branding assets provided should be of high resolution and quality, suitable for digital advertising requirements.

Article 5: Confidentiality

5.1 Definition of Confidential Information

Confidential information refers to any data, information, or material provided by the Partner or generated by the Provider in the course of executing the Services that is not publicly available. This includes but is not limited to business plans, customer lists, financial data, and advertising strategies.

5.2 Protection of Confidential Information

Both Parties agree to exercise reasonable care to protect Confidential Information from unauthorized access, dissemination, or use.

5.3 Exceptions

Confidential Information does not include information that:

– Was already publicly known or became publicly known other than through a breach of this Agreement by the receiving Party.

– Was disclosed with the prior written approval of the disclosing Party.

5.4 Anonymized Data

The Provider may use anonymized, aggregated data derived from the Services for marketing or analysis purposes, provided it does not reveal the identity of the Partner or the Partner’s customers.

Article 6: Intellectual Property Rights

6.1 Ownership by Provider

All intellectual property rights related to logos, trademarks, or any other assets created by the Provider, Experience 1st, LLC, remain solely owned by the Provider.

6.2 Ownership by Partner

The Partner shall retain all intellectual property rights to the content, data, and analytics generated during the provision of Services, unless otherwise agreed upon in writing.

6.3 Transfer of Rights

Any transfer of intellectual property rights from one Party to the other must be explicitly stated and agreed upon in writing.

Article 7: Data Protection and Compliance

7.1 General Compliance

The Provider agrees to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

7.2 Data Security

The Provider shall implement reasonable measures to ensure the security and integrity of the Partner’s data.

7.3 Data Breaches

In the event of a data breach, the Provider shall notify the Partner within 72 hours and take all reasonable steps to mitigate the effects of the breach.

Article 8: Liability Limitations

8.1 No Guarantees

The Provider will act in the best interest of the Partner but cannot guarantee specific outcomes or results from the Services provided.

8.2 Limitation of Liability

Experience 1st, LLC, shall not be liable for any indirect, consequential, or punitive damages arising from the use of Services. Liability for direct damages shall be limited to the total fees paid by the Partner for the Services rendered.

8.3 Indemnification

Both Parties agree to indemnify and hold harmless the other Party from any damages, losses, or expenses incurred as a result of a breach of this Agreement by either Party.

Article 9: Termination

9.1 Term of Service

The Parties agree that the term of this Agreement shall begin upon the receipt of the initial payment from the Partner and shall be effective for an initial term of three (3) month (the “Initial Term”). The Agreement shall renew automatically for subsequent one (1) month renewal terms until terminated by either Party as outlined in Section 9.2.

9.2 Notice of Termination

Either Party may terminate this Agreement with a written notice sent to the other Party at least thirty (30) calendar days before the intended date of termination.

9.3 Financial Settlement

Upon termination, all outstanding invoices must be paid in full. If termination occurs mid-month, the invoice for that month will be prorated based on the number of days Services were rendered.

9.4 Return of Materials

Upon termination, each Party shall return or, at the other’s request, destroy all Confidential Information belonging to the other Party.

9.5 Survival

Sections relating to Intellectual Property, Confidentiality, Data Protection, and Liability Limitations shall survive the termination of this Agreement.

Article 10: Dispute Resolution

10.1 Initial Mediation

Both Parties agree to attempt to resolve any dispute through good faith negotiation or mediation before resorting to arbitration or legal action.

10.2 Arbitration

If a dispute cannot be resolved through mediation, it shall be settled through arbitration in York, Pennsylvania, according to the rules and regulations of the American Arbitration Association.

10.3 Legal Fees

In any arbitration or legal action arising out of this Agreement, the prevailing Party shall be entitled to recover reasonable legal fees and costs.

Article 11: Governing Law

11.1 Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.

11.2 Venue

Any legal proceedings arising out of or relating to this Agreement shall be brought exclusively in courts located in York, Pennsylvania, and both Parties consent to such jurisdiction and venue.

Article 12: Amendment Clause

12.1 Written Amendments

Any amendments to this Agreement must be made in writing and must be signed by duly authorized representatives of both Parties.

12.2 Notification

Changes to the Agreement will be communicated to both Parties in writing, and unless objected to in writing within fifteen (15) calendar days, will be considered accepted.

Article 13: Contact Information

13.1 Official Communication Channels

For the purpose of official communications pertaining to this Agreement, the following contact information shall be used by both Parties:

13.1.1 For Experience 1st, LLC (Provider):

Name: Experience 1st, LLC d.b.a. Exp1st

Address: 2419 Schoolhouse Lane, East York, PA 17402

Phone: (717) 727-1440

Email: Results@exp1st.com

13.1.2 For Partner:

To be specified by the Partner.

13.2 Update Notification

Either Party must notify the other in writing within seven (7) calendar days if there is a change in any of the contact information specified above.

13.3 Authorized Representatives

Only individuals designated as authorized representatives for either Party are empowered to make official communications related to this Agreement.

13.4 Methods of Communication

Official communications related to this Agreement shall be made via certified mail, email, or another method agreed upon by both Parties in writing. All communications are deemed received when they are dated and time stamped by the receiving Party’s systems.

13.5 Emergency Contacts

Each Party shall provide an emergency contact for urgent matters that require immediate attention outside of normal business hours.

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