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This Scope of Services (“Agreement”) sets forth the parties’ scope of services and deliverables between you (“you” or “Agency”) and CONDUIT DIGITAL MEDIA, LLC, a New Jersey limited liability company (“Conduit”).


a. Conduit Connection Retainer

i. Conduit Connection Retainer fees are due on the first of each month and may be paid by either credit card or electronic bank withdrawal. 

ii. If a credit card is the Agency’s preferred method of payment, a 2.95% credit card processing fee will be added to the monthly fee. If the Agency chooses to use electronic bank withdrawal as their payment method, no additional fee will be incurred. Both forms of payment require an authorization form to be completed.

iii. The monthly retainer payment will be automatically processed, on the first of each month, on an open-ended basis, until this agreement is terminated in accordance herewith. 

iv. Failure to pay the Conduit Connection Retainer fee by the 5th of the month will result in a stoppage of all services for which fees are due until payment is current.

b. Conduit Pricing | Paid Media Services

i. For Paid Media, your insertion order and change order will require the platform budget.

ii. This budget is what will be spent in the platform and is not inclusive of any additional fees or expenses.

iii. The management fee % will then be taken as a percentage of the paid media platform budget to determine invoicing.

iv. Paid Media Services will be delivered as scheduled and an invoice will be sent within five business days of next calendar month.
v. Paid media platforms will require Agency or the Agency’s Client credit card(s) to be identified as payment methods within the platform. 
vi. If “Ongoing” is selected as the end date within the Insertion Order, the campaign will run, and invoice, until a change order form for cancellation is submitted by the Agency.

c. Conduit Pricing | Programmatic Services

i. For programmatic platforms, your insertion order and change order will require the desired monthly impressions and retail CPM to determine invoicing.

ii. Programmatic campaigns submitted for greater than $10,000 per month/flight pre-payment of the Conduit fee will be required to have written approval from the Conduit Digital finance department. 

d. Conduit Pricing | SEO and Social Media Content Management Services

i. For SEO and social media content your insertion order and change order will require the desired monthly budget. 

ii. Any account with less than $2,000 monthly budget will have the option to choose one of the set packages created by Conduit where we have specific monthly deliverables.
iii. Any account with over $2,000 monthly budget will have a custom package and set of deliverables generated by Conduit. Accounts with custom packages will have a one-time $595 custom audit.
iv. For both SEO and social media programs, there will be a $199 one-time launch fee per channel upon onboarding.
v. SEO and Social Content Management services will be worked on one month ahead and be billed for the work that was done.

e. Conduit Pricing | Launch Fees

i. A launch Fee will be invoiced per channel within the month the Insertion Order is submitted.

ii. For campaigns that are running multiple channels, the launch Fee will be invoiced one-time per channel per account the first time they are launched only.  

f. Rate Card Changes

i. Conduit reserves the right to revise the Rate Card to reflect changes in its internal costing and/or to include new or exclude removed product offerings.
ii. Conduit will provide the Agency with 60 days written notice of any such Rate Card revisions.

g. One-Time Flights

i. A One-Time Flight is a Digital Marketing Services Campaign that is no longer than 45 days in length at maximum.

ii. The specified budget within the Insertion Order will be for the duration of the flight

iii. The campaign will be invoiced for delivery within each calendar month.

iv. Launch fees will be invoiced per channel within the month the Insertion Order is submitted.

h. Over Delivery

i. Where the Agency/Client is responsible for the Platform Budget, Conduit will issue a rebate for overages over 1.5% within the scheduled monthly budget.  

i. Under Delivery

i. If under-delivery results in a change in the management fee tier range, your Agency will be billed for the tier in which the campaign was originally submitted

ii. If the Account under-delivers the projected spend in consecutive months, as a result of campaign limitations out of Conduit control, the scheduled budget will be adjusted to reflect a budget that can be delivered (based on previous data) and the new budget will determine the pricing tier which will be communicated to the Agency by Conduit.

j. À la Carte Services

i. À La Carte Services will be invoiced together with digital marketing services each calendar month in which the order is submitted.

k. Account Transitions

i. Conduit will bill for platform spending occurring post-transfer for Paid Media campaigns transferring mid-month.

l. Agency Termination

i. Notice of termination by Agency to Conduit, must be a written 30-day notice (after the initial 90 days of service) for termination and should be sent to &
ii. Termination shall be effective at the end of the following calendar month.
For example, if termination notice is sent on March 15th, the last active date of the partnership will be on April 30th.
iii. All such outstanding fees and costs, whether invoiced yet or not, must be paid within the 30 days of termination and campaigns requested to run in the last month of the agreement must be prepaid by credit card. 
iv. For example: If 30 days notice of termination is given on February 1st and termination is effective on March 1st, all invoices must be current and paid in full by March 1st. 

Agency Partner Terms & Conditions

Effective Date: May 1st, 2024

2. Billing & Payment Terms

a. Account Cancellations  | Paid Media & Programmatic

i. Change Order form for cancellations will be processed, and the client/campaign will be ended by the close of the following business day (5:30 pm EST) after form submission (or a later date if specified).

ii. Agency will be invoiced for exact delivery as of the campaign cancellation effective date

b. Account Cancellations  | SEO & Social Content

i. Cancellation for SEO and Social Media Content services will go into effect at the end of the calendar month in which the agency cancels. There is a 3 month minimum with every content account. Any account that cancels beforehand will be subject to the launch fee and 3 months of deliverables. 

ii. Full month’s deliverables will still be provided each month until cancellation is in effect

iii. We recommend the Agency cancellation policy mirror the Conduit cancellation policy for these two services to avoid potential lost revenue for the Agency

iv. Per the Billing Policy, Conduit charges for the deliverables we’ve made, which includes working a month ahead of time. 
v. Social Media: Conduit will not reimburse for unposted drafts if the client decides to cancel and does not want previously approved posts to go out and we will not make any revisions once a cancellation is submitted. 

c. Agency Offboarding

i. Upon the effective termination date, Conduit shall remove access to the Conduit Agency Hub and all proprietary Conduit deliverables including but not limited to: Agency Billing Dashboard, Agency Performance Dashboard, and Supporting Dashboards, Individual accompanied reporting extensions and all applicable project management and communication channels.

d. Offboarding | Paid Media & Programmatic

i. Upon cancellation, or conclusion of the campaign, the Agency client will enter our offboarding process.

ii. APP access will be terminated within the first ten (10) days of the calendar month following the campaign's end.
iii. The client/agency is responsible for the deactivation and termination of any access provided to Conduit Digital or Reporting.Ninja.
iv. At the conclusion of any campaigns (whether paused, canceled, or just not renewing), if the Agency or Client intends on running in that specific account, it is the Agency's responsibility to review/edit/disable any campaign settings, including but not limited to, scripts, dayparting, keywords, ad copy, rules,  etc.

e. Offboarding | SEO & Social Content

i. Upon cancellation, or conclusion of the campaign, the Agency client will enter our offboarding process.

ii. APP access will be terminated within the first ten (10) days of the calendar month following the campaign's end

iii. The client/agency is responsible for the deactivation and termination of any access provided to Conduit Digital or Reporting.Ninja.

iv. At the conclusion of any campaigns (whether paused, canceled, or just not renewing), if the Agency or Client intends on running in that specific account, it is the Agency's responsibility to review/edit/disable any campaign settings, including but not limited to, scripts, dayparting, keywords, ad copy, etc.

3. Agency Deliverables

a. Client Materials

i. Agency shall provide Conduit with all relevant Client information, content, and materials, as specified on the Insertion Order, submitted or as otherwise required for Conduit’s performance of the services (the “Client Materials”), and will provide Conduit with access to all Agency and/or Agency Client platforms as necessary to execute the specified digital marketing services.

ii. Required access is identified in the Digital Marketing Services, Section 4.4

iii. Agency warrants that it has secured all necessary rights to provide to Conduit the Client Materials for use in connection with the services, and that the use of such Client Materials by Conduit will not infringe on any rights, including intellectual property or publicity rights, of any third party. 

b. Agency Materials

i. All Agency-created materials, including any Client Materials incorporated therein, provided by the Agency to Conduit in connection with digital marketing services (the “Agency Materials”) shall be subject to approval by Conduit. 

ii. If Conduit is missing or pending Agency Material for a campaign and does not receive it prior to launch, Conduit will put the campaign on hold.

iii. If any Agency Material is inadequate or unacceptable, the Agency will be notified, and we request that any concerns be addressed by the Agency within notification by Conduit.

iv. Until Conduit receives and approves the Agency Material, the campaign will be put on pause. 
Once Conduit receives the material, there will be a three business day review, reinitiation, and launch timeline.

v. Conduit approval of any Agency Material shall not affect Agency’s indemnity obligation under this Agreement.

c. Communication

i. Communication within our Project Management Platform, Teamwork, is intended to be between Conduit and Agency personnel and not agency clientele, clients will not be added to this platform.

ii. Conduit will create an Agency-level “project” for general communication within Teamwork with the Agency, as well as Client-level projects to discuss specific project matters.

iii. Conduit is not responsible for any deficiency in the delivery of services caused by information that is not provided on an Insertion Order, or communication that occurs outside of the platform.

iv. Any delay in communication by the Agency will affect timelines of agreed-upon deliverables, by at minimum, the delay caused by the Agency.

d. Access To Complete Suite Of Services & Agency Support

i. With access to Conduit’s Complete Digital Marketing Suite of Services, the agency can purchase and resell Conduit Products and Services.

e. Agency Support Team

i. Agency Relationship Manager (ARM) - Point of contact for agency-level discussion

ii. Agency Account Manager (AAM) - Point of contact for account-specific communication

f. Support Time Allocations

i. The Agency Relationship Manager and Agency Account Manager are allocated a set amount of collective monthly hours by Conduit towards each agency/account within the Agency’s book of business based on the agency/account's monthly billing.

g. Agency HUB & Help Center

i. Each Agency will receive access to the Conduit Agency Hub which will house all the necessary collateral and details for the Agency to maximize its opportunity with Conduit by delivering a one-stop-shop experience for Agency.

ii. The agency owner will have the discretion to grant access to team members with levels they see fit.

iii. The Help Center will be a resource where Conduit will house relevant questions and content to arm Agency Contacts with the necessary information to best work with Conduit.

h. Account Tiers

i. Base Accounts

1. 1 Channel

2. Launch Blueprint

3. Monthly Recap

ii. Core Accounts

1. 1-2 Channel

2. Launch Blueprint

3. Monthly Recap

iii. Advanced Accounts

1. Unlimited Channels

2. Launch Blueprint 

3. Kickoff Call

4. Monthly Analysis 

iv. Premier Accounts

1. Unlimited Channels

2. Launch Blueprint 

3. Kickoff Call

4. Monthly Reporting Call w/ Analyst Team

5. Monthly Analysis 

v. Platinum Accounts

1. Unlimited Channels

2. Launch Blueprint 

3. Kickoff Call

4. Monthly Reporting Call w/ Analyst Team

5. Monthly Analysis 

6. Custom Weekly Analysis / Report

i. Sales Support Services

i. Conduit will make available to Agency sales support services, which may be purchased (fee outlined in the most current version of the rate card), by the Agency for services that are outside the scope of the Digital Marketing Services Deliverables.

ii. These additional strategic services may include but are not limited to, Market Opportunity Assessments, Strategic Recommendations (Lite and Pro), Land and Expand, and other strategic sales support such as

Data and Analysis, Media Planning, and Training.
iii. Conduit will provide access to strategic sales services after 30 days of partnership. 

j. Performance Dashboard

i. Conduit will provide to Agency, via Conduit’s Agency Performance Dashboard, access to reporting of industry-standard metrics related to Conduit’s services. 

ii. If a One-Time Flight (see Digital Marketing Services Deliverables) spans multiple calendar months, the

iii. Agency Performance Dashboard fees will be charged for each such month of the Flight.

iv. The Conduit Agency Performance Dashboard is invoiced monthly per client. 

v. Monthly pricing is identified on the rate card attached to this agreement.

4. Account Deliverables

a. Insertion Orders & Change Orders

i. The receipt of any Insertion Order or Change Order shall be binding for service fulfillment and Account billing purposes and will supersede any previously submitted Insertion Order.

ii. This Insertion Order or Change Order is to be completed by the designated agency contact(s).

iii. Agency will engage Conduit to perform specified digital marketing services as submitted in the Conduit Insertion Order.

iv. Conduit provides the Agency access to the Insertion Order via the Conduit Agency Hub.

v. One Insertion Order will be submitted for each Agency client/campaign.

vi. Agency acknowledges that each Insertion Order is a legally binding Agreement and may only be revised by a subsequently executed via either a Change Order Form or an updated and agreed upon media plan through Teamwork messages.

vii. Please note the following: Written, or recorded verbal, approval is required to update in Teamwork for any changes to the campaign.

viii. Conduit Assumes that any Insertion Order submitted via the Agency Hub was done so by an authorized user and the Agency must identify any improper order submissions prior to launch.

b. Launch Fees

i. Launch fees cover obtaining Account Access, The Kickoff Call (If Applicable), The Launch Blueprint (If Applicable), Tracking Implementation, Campaign Research, etc.

ii. Launch fees are charged per platform / per account, are one-time fees, and do not recur throughout the duration of the campaign.

iii. Bulk Transitions

1. When an agency initiates its partnership with Conduit by transitioning a portfolio of accounts, they have the option to proceed with a Bulk Transition.

2. The Insertion Order requirement for all onboards will be waived for Bulk Transitions and in its place the agency will be required to fill out a Bulk Transition sheet prior to their Agency Welcome Call.

3. The onboarding process will remain the same as with an Insertion Order (Kick Off Call, Launch Blueprint, etc.) with the exception that if the accounts onboarding are to be taken over AS IS, Conduit can take over management of the campaigns on Business Day 3 (the Business Day following the KO Call). Any accounts that require a new build will adhere to the typical 5 Business Day turnaround.

4. The accounts provided in the Bulk Transition sheet and the agreed-upon Bulk Transition rate will be applicable if all accounts on the sheet are onboarded within 60 days. 

c. Required Access Prior To Account Kickoff Call

i. Conduit must have access granted in order to run campaigns and it must be shared through the procedures outlined in our Help Center. Sharing access in any other way is not permitted and will not give Conduit the level of access needed in order to manage campaigns using our proprietary Agency Performance Dashboards. 

ii. The kickoff call will not be scheduled until all access is granted, and no exceptions will be made. 

iii. Google Analytics & Google Tag Manager

1. Admin (Analytics) / Publish (GTM) level access is to be granted to and confirmed with the Agency Success Manager once done.

2. If a Google Tag Manager container is not already implemented, Conduit will provide a container to be installed on the website by the client.

3. Conduit will install the GTM container if website CMS access is provided within the IO. In cases where Conduit owns the GTM container, Conduit will not be able to reassign ownership at cancellation.

iv. Creative assets will be provided by Agency, or ordered for production by Conduit, prior to scheduling a kickoff call.

1. For platforms that require creative, campaigns will not be able to go live until these are received. 

v. For CMS, or applicable platforms, Conduit will not use a username/password that has previously existed and is in use by anyone outside of Conduit.

vi. Platform-specific access will be documented within the Conduit Agency Hub and will be required to schedule a call.

d. The Kickoff Call

i. The Account Kickoff Call will consist of a 30-minute (maximum) meeting with Agency Account Manager and all applicable Ad Operations Analysts to discuss campaign goals, Key Performance Actions (KPAs), tracking, obstacles, set expectations, and any information and/or questions pertinent to the success of the Digital Marketing Campaign. 

ii. Account Kickoff Calls will be available for accounts spending over $4,000.00 monthly.

iii. The Account Kickoff Call cannot occur during the first four (4) business days of the calendar month.

iv. Agency clients desiring to start within the first week of the calendar month should have orders submitted and kickoff calls scheduled in the previous month. 

e. Campaign Launches

i. Campaigns will go live either three business days after the Account Kickoff Call or on the date specified in the Insertion Order. The exact launch date will be determined and confirmed during the campaign's Account Kickoff Call, facilitated by the Agency Account Manager.

ii. Conduit creates a Launch Blueprint, designed to help the Agency and the end client better understand the structure in which their paid media or CPM campaigns have been built and the onboarding/transition process. 

iii. If a Launch Blueprint approval is required due to the client's industry, it must be acknowledged and accepted by the Agency Account Manager. Upon approval, campaigns will be activated within one business day.

iv. There is no Launch Blueprint for SEO or Social Content campaigns.

v. Any delays in approval from the Agency or Agency’s Client may result in a delay in the desired campaign launch date. 

f. Naming Conventions

i. Conduit has specific naming conventions required in our platforms to pull data into our reports and internal processes and if, for whatever reason, naming conventions in-platform cannot be altered please let your AAM know before campaign submission and we can discuss possible solutions.

g. Key Performance Actions (KPAs)

i. KPAs will dictate decisions made by the Conduit Ad Operations team throughout the campaign.

ii. The Agency and Conduit should agree that these metrics and overall campaign goals will be what determines a successful campaign.

iii. There must be alignment on up to two KPAs - one primary KPA, one secondary KPA. Other actions can be tracked, but will not be shown in the Agency Performance Dashboard.

iv. Conduit is able to utilize existing KPA tracking or will implement all required KPA tracking as possible. 

v. If any of the KPAs are unable to be tracked, the Conduit team will identify them before the campaign launch and will adjust KPA prioritization accordingly.

h. Monthly Reporting

i. A monthly recap or analysis will be provided, at the platform/account level, within our project management platform. The level of reporting is determined by the account tier.

ii. Monthly recaps will be provided to accounts under $4,000 monthly.

iii. Monthly analysis will be provided to accounts over $4,000 monthly.

iv. Monthly recaps or analysis will be sent by the 4th business day of the calendar month

i. Agency Performance Dashboard

i. An Agency Performance Dashboard will be provided for every account, at the rate designated in the current Conduit Rate Card, unless otherwise specified by Agency.

ii. The Agency Performance Dashboard will include Platform and Analytics Data (if applicable).

iii. Conduit is subject to the platform limitations of our reporting partners and platforms.

iv. Data within the Agency Performance Dashboard is updated in increments of 2 hours, 6 hours, or 24 hours depending on the API capabilities of the marketing platform utilized.

v. The Agency Performance Dashboard layout or data fields cannot be customized on an account basis as part of the standard offering.

j. Turnaround Time | Insertion Order

i. Day 0: Insertion Order Submitted & All Access And Assets Received

1. All required access and assets need to be submitted with the Insertion Order for the timeline to progress past Day 0.

ii. Business Day 1: Day of Preparation

1. A full day is required for our Analysts to prepare for the kickoff call.

iii. Business Day 2: The Kickoff Call

1. If the call results in additional assets required for the campaign to go live (ie: new creative, landing pages, etc.) this will result in a possible delay in turnaround times for the campaign to go live.

iv. Business Day 5: Launch Blueprint Submission & Campaign Live (Pending Approval If Applicable)

1. The live message, containing the Launch Blueprint,  will be sent via the Project Management Platform. 

v. Business Day 7: Agency Performance Dashboard

1. The Panel will be sent and access will be granted to all emails requested on the Insertion Order.

k. Turnaround Time | Renewal

i. Day 0: Renewal Form Submitted & All Access And Assets Received

ii. Day 2: Campaign will be turned back on and confirmed via TW message (unless a live date was specified)

l. Turnaround Time | Cancellation & Pauses

i. Day 0: A cancellation or campaign pause is initiated via Revision Form or TW message (the Agency's Account Manager and Account Admin must both be tagged when pausing/canceling an account). The Account Admin will confirm receival via TW message. 

ii. Day 1: Campaigns will be paused within 1 business day unless otherwise noted to cancel/pause on a specific date. 

m. Turnaround Time | Creative Revisions

i. Day 0: New creative is provided in TW specifying the following:

1. Specific dates to run the creatives. Creatives will be marked as ongoing unless otherwise specified. 

ii. Day 2: Creatives will be implemented and confirmed live via TW message (unless a live date was specified)

n. Turnaround Time | Communication

i. Conduit will provide a response within 24 hours to the Agency. 

ii. If a question or request comes in before 12:00 pm EST, Conduit will respond by 5:00 pm EST to the Agency.

iii. If a question or request comes in after 12:00 pm EST, Conduit will respond by 12:00 pm EST the following day to the Agency.

iv. In either scenario, this does not guarantee an answer, this guarantees a response.

o. Whitelabel Exposure

i. As specific platforms are unable to be completely white labeled by the Conduit team, a section within the Conduit Agency Hub contains documentation on current white label exposure by platform, and how to handle this in the recommended way to limit exposure (if desired).

ii. Conduit has in good faith listed every white-label exposure we’ve identified by platform, however, platforms constantly change their processes which may lead to a situation not listed that would expose a name or Reporting.Ninja email from a Conduit employee.

iii. Conduit’s Agency Hub, Performance Dashboard, and Reporting.Ninja email address are all white label tools for agencies to utilize.

p. SEO Content

i. Any content produced by Conduit as part of SEO ongoing deliverables will be provided in a Google Doc for review and will be published accordingly. 

1. If the Agency requires approval of content, this must be requested.

2. Content is written to drive organic ranking and traffic.

ii. The Conduit content development team does not have technical expertise in every industry, and can not be held accountable for any such expertise in our content.

1. Any delay in content approval may result in a delay in content publication.

iii. Conduit may include optimized on-site content in place of blogs as an ongoing deliverable if there is a greater SEO opportunity to be had.

1. The client/agency is permitted two rounds of revisions for SEO content.

q. Social Content

i. The following items are required to run Social Content. Deliverables and turnaround times will not start until access to all appropriate items and channels are received. 

1. For both the packages and custom audits, access to the platform will be required. It will be the same as this link below, plus or minus some notes  

2. We will also need everything listed on the form. 

ii. Launch Policy

1. Any Social Content or SEO accounts must have access by the 15th of the month to maintain turnaround times and monthly deliverables in the month of submission. Any dates after this will view the first of the following month as the official start date.
2. Example (Access given after the 15th of the month)

1. Social Content IO is submitted on October 13th. All access is granted to the team by October 16th. 

2. November will be the first month of deliverables, which will include the audit, and the delivery and scheduling of the following month’s posts. 

3. Pending approval, the first post will go out on December 1st at the earliest.

3. Example (Access given before the 15th of the month)

1. Social Content IO is submitted on October 13th. All access is granted to the team by October 14th. 

2. October will be the first month of deliverables, which will include the audit, and the delivery and scheduling of the following month’s posts. 

3. Pending approval, the first post will go out on November 1st at the earliest. 

iii. Turbo Shot

1. In the event that a client wants to start receiving posts ASAP, a Turbo Shot is available for an extra fee and will include posts that are both delivered and scheduled in month 1. For example, if Conduit is provided access on September 3rd, September's deliverables will not only include a Baseline Document and posts for October, but they will also include September posts. 

iv. Billing Policy

1. Social Content will work 1 month ahead and your agency will be billed for the work that is done. In terms of deliverables, the Baseline Document and Templates are all part of the Launch Fee. Month 1 deliverables are the post builds that come 4 business days after template approval and consist of posts for the following month (month 2). 

2. At the end of the 1st month, you will be billed for the Baseline Document as well as the full package. For example, an agency submits an IO on October 3rd and grants access to Conduit the same day. Conduit completes all launch deliverables (Baseline Document and Templates), along with the posts for the following month being sent out for approval. The agency will be billed $199 (for the launch deliverables) plus the cost of the package (for the work done on the posts going out in November). 

r. PII Process

i. The way Conduit requires the Agency to provide PII data for a campaign is by either the Agency or the Agency’s client directly uploading it into the platform. Once it’s uploaded, it must be communicated to your Conduit Account Manager with the name of the customer list and other key details.

ii. Details by platform and instructions can be found in the Agency Help Center.c

s. Digital Marketing Fulfillment

i. Our efforts, defined as Digital Marketing Fulfillment, will be focused on campaign optimization towards KPA performance, optimizations towards delivering the budget in full, conducting tests to push performance forward, and creative/campaign revisions as submitted via the Agency. 

5. Terms & Conditions

a. Performance Terms

i. Conduit will use its best efforts to help clients receive desired results, however, Conduit makes no guarantee that a specific number of key performance actions, results, or performances will be achieved. 

ii. Conduit will deliver targeted advertising in good faith according to the details provided on the Insertion Order and has full discretion of targeting options used and cannot be limited to singular tactics within a platform and be held to delivery standards. 

1. Conduit is not liable for any over-delivery and/or under-performance which occurs as a result of the Agency/Client editing the Campaign(s) within the Platform.

iii. The following items will never be altered by Conduit unless approval is provided by the Agency either via our Project Management Platform or a Change Order form: Campaign Geography and Campaign Budgets.

iv. Inability To Run Advertisements: Paid Media & Programmatic

1. Conduit’s ability to provide digital marketing services is subject to the applicable terms and conditions of the various third-party platforms we use (including, but not limited to, Meta, Google, and other demand-side platform partners).

2. Conduit shall not be deemed in default of this Agreement to the extent that its performance is prevented or delayed as a result of a policy of any such third-party platform, or due to causes beyond its reasonable control, including, but not limited to, natural disaster, an act of God, labor controversy, civil disturbance or act of terror, disruption of the public markets, war or armed conflict, pandemic, or the inability to obtain sufficient materials or services required in the conduct of its business, including Internet access or a third-party mechanical or electrical breakdown, or any change in or the adoption of any law, judgment or decree.

b. Binding Effect; Survival

i. This Agreement shall be binding on the Parties and inure to the benefit of all of their representatives, successors, and assigns. 

ii. Notwithstanding anything herein to the contrary, the sections relating to the intellectual property rights of each party, confidentiality, limits of liability, indemnification, non-solicitation, governing law, and any other provisions that should by their nature survive termination, shall survive any expiration or termination of this Agreement.

c. Entire Agreement; Amendments; Waiver

i. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. 

ii. The terms of this Agreement may be amended or modified, by Conduit by written notice of such amendment to Agency, and any such amendment or modification to the terms hereof shall be effective upon 60 days of notice

iii. The Agency’s failure to object to such notice will be deemed as the Agency’s acceptance of the same.   The failure of Conduit or Agency to enforce any of the provisions of this Agreement will not be construed as a waiver of that or any other provision.

d. Governing Law

i. This Agreement shall be governed by and interpreted in accordance with the laws of the state of New Jersey, without regard to its conflicts of law provisions. Any actions commenced under the terms of this Agreement must be brought to a state or federal court resident in the state of New Jersey. Each Party hereby waives any objections related to personal and/or subject matter jurisdiction.

e. No Third Party Beneficiaries

i. Unless otherwise expressly provided herein, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Agency and Conduit any rights, remedies, or other benefits under or by reason of this Agreement.

f. Promotion & Content Placement

i. At Conduit’s option, Conduit may promote Agency client success, without direct reference to Agency’s client and may utilize client data (client identification notwithstanding) for such purposes after the termination of this Agreement.

g. Relationship Of Parties

i. The Parties are independent contractors and not partners or joint venture partners and neither Party is an agent of the other Party.

ii. Neither Party shall have any authority to bind or obligate the other beyond the scope of this Agreement.

iii. Each Party shall be responsible for its employees, representatives, and contractors, including related obligations pertaining to taxes and benefits.

h. Severability

i. Any provision of this Agreement that is unenforceable or contrary to applicable law which would affect the validity, legality, or enforcement of this Agreement shall be of no effect, and in such case, all the remaining terms and provisions of this Agreement shall be fully effective. 

ii. No provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Agency and Conduit any rights, remedies, or other benefits under or by reason of this Agreement.

i. Mutual Non-Disclosure

i. The parties to this Agreement have agreed to establish terms governing the confidentiality of certain confidential and/or proprietary information one party (“Disclosure”) may disclose to the other party (“Recipient”.)

ii. For the purposes of this Agreement, “Confidential Information” means all information in whatever form transmitted relating to a potential transaction between the parties related to the Agency, or any other past, present, or future business affairs, including without limitation, finances, research, development, or business plans, operations or systems of Disclosure or another party whose information Disclosure has in its possession under obligations of confidentiality, which is disclosed by Disclosure or its affiliates to Recipient or its affiliates. For purposes of this Agreement, the term “affiliate” means any person or entity controlling, controlled by, or under common control with a party.

iii. Recipient will be deemed to have fulfilled its confidentiality obligations under this Agreement if it affords the Confidential Information the same degree of confidentiality it affords its own sensitive business information, but not less than a reasonable standard of care.

iv. All Confidential Information disclosed by Disclosure to Recipient under this Agreement in tangible form (including, without limitation, information incorporated in computer software or held in electronic storage media) shall be and remain property of Disclosure. All such Confidential Information shall be returned to Disclosure or destroyed promptly upon written request and shall not thereafter be retained in any form by the Recipient. The rights and obligations of the parties under this Agreement shall survive any such return or destruction of Confidential Information

v. Disclosure shall not have any liability or responsibility for errors or omissions in, or any business decisions made by Recipient in reliance on, any Confidential Information disclosed under this Agreement

vi. The parties agree that, in the event of a breach or threatened breach of the terms of this Agreement, Disclosure shall be entitled to seek an injunction prohibiting any such breach. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. The parties acknowledge that Confidential Information is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to Disclosure

vii. Neither party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Disclosure shall not be prohibited from discussing or negotiating with any other party a potential transaction involving its Confidential Information

viii. Unless and until a definitive agreement between the parties concerning the potential transaction has been executed and delivered, neither party shall be under any obligation of any kind, legal, financial, or otherwise, concerning such potential transaction.

j. Intellectual Property

i. License To Use Agency & Client Material

1. Agency grants to Conduit a royalty-free, worldwide, non-exclusive, sublicensable (solely to affiliates or contractors of Conduit as necessary for the performance of this Agreement) right to reproduce, distribute, display, and prepare derivative works of the Agency Materials and all Client Materials delivered to Conduit, for the sole purpose of performing Conduit’s obligations hereunder.

2. Agency represents and warrants to Conduit that Agency has all necessary rights and Client consents to granting to Conduit all rights conferred herein concerning all Client Materials incorporated into the Agency Materials or otherwise provided to Conduit in connection with the services hereunder

k. First-Party Data

i. Where Conduit’s scope of work includes the use of any Agency client data or information, or consumer information assembled or processed by Agency or its client, including but not limited to CRM data, email suppression lists, and addresses (collectively, the “Data”). Agency acknowledges and understands that Conduit does not ensure compliance with U.S. federal or international data privacy regulations.

ii. Without limiting any indemnification obligation of Agency, Agency further agrees it will indemnify and hold Conduit harmless from Agency’s negligence or intentional failure to comply with relevant privacy or data security laws and regulations, rules, or industry codes and guidelines, including the CCPA or GDPR, relevant to any Data in possession or control of Agency related to the services hereunder.  

l. Conduit Materials

i. Conduit’s intellectual property and materials (collectively, “Conduit Intellectual Property”) include, without limitation, the following: Performance Panels/Dashboards, SERP Reporting, Collateral (ie: Playbook, Agency Hub, Rate Card, Reporting, etc.), Project Management Platform, Internal Campaign Management Tools, Code (Formula(s), Google Apps, etc.), CPM Platforms, and any other proprietary works of authorship, inventions, know-how, and/or source-identifying matter that is created, developed or conceived by or on behalf of Conduit.  

1. For Programmatic campaigns, Conduit runs on multiple programmatic platforms, aggregates performance through our data warehouse, and charges by a deliverable (emails, commercials, impressions, etc.) No direct platform access is provided for these products.

2. To the extent any Conduit Intellectual Property is contained in any of the deliverables, Conduit, contingent upon the satisfaction of Agency’s payment obligations under this Agreement, grants to Agency, and its assignees, a limited, royalty-free, non-exclusive, perpetual, non-transferable, non-assignable, worldwide license to use such Conduit property solely in connection with Agency’s, and its assignees, use of the services and deliverables as contemplated by this Agreement. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any of Conduit’s trademarks, trade names, or any other proprietary or intellectual property of Conduit. 

m. Agency / Client Owned & Non-Transferrable

i. Subject to Agency’s payment obligations as set forth herein.

1. Campaign Data

1. Campaign data provided in the Agency Performance Dashboard may be exported by Agency at any time during the Agreement Term.  

2. Website Development

1. The Agency client will own their website upon completion of the work.

2. Any fees under hosting agreements associated with an Agency client’s website will continue to accrue and become due until the hosting agreement is terminated or transferred from Conduit to the client or client’s designee.

3. Creative Services

1. Subject to the limitations of this Agreement, the title to the creative work product, including any copy, drawings, photographs, design and graphic materials, mobile applications, or other materials that are subject to copyright, trademark, patent, or other intellectual property protection that is developed or produced by Conduit in fulfillment of this Agreement shall vest in Client as “works made for hire” within the meaning of the United States copyright laws. 

4. Paid Media Platforms Set Up By Conduit For Client

1. Subject to the limitations of this Agreement, Conduit will grant Agency access to platforms for Paid Media Platforms built on behalf of the Client (as is possible and not subject to platform limitations). This does not apply to CPM Services, DSP-related work, GTM container work, or TikTok. 

n. Representations, Warranties, and Indemnification

i. Agency Represents & Warrants That

1. Agency has the authority to enter into and perform its obligations under this Agreement, the documents referenced herein, and transactions contemplated hereby.

2. This Agreement and the other agreements and documents referenced herein are the valid and binding obligations of Agency, enforceable against it in accordance with its terms.

1. No consent, approval, or other action by any governmental authority or agency, or any other individual or entity, is required in connection with the performance of your duties under this Agreement or the other agreements and documents referenced herein.

2. The Agency Material, and its use as contemplated hereby, do not infringe upon the intellectual property rights of any third party.

3. Agency, in connection with this Agreement, and the Agency Material have been and are in compliance with, and shall comply with, all applicable United States federal, state, and local laws, rules, and regulations, including, but not limited to, those of the U.S. Federal Communications Commission and the U.S. Federal Trade Commission.

ii. Conduit Represents & Warrants That

1. Conduit has the full power and authority to enter into and perform our obligations under this Agreement, the documents referenced herein, and the transactions contemplated hereby.

2. This Agreement and the other agreements and documents referred to herein are the valid and binding obligations of Conduit, enforceable against Conduit by their terms.

3. No consent, approval, or other action by any governmental authority or Conduit, or any other individual or entity, is required in connection with the performance of Conduit under this Agreement or the other agreements and documents referred to herein.

4. Conduit will perform all obligations under this Agreement in compliance with all laws applicable to the performance of the services and warrants that it will perform the services in accordance with industry standards and using reasonable care and skill.

5. Except with respect to Agency Materials and Client Materials, the works prepared by or on behalf of Conduit in connection with this Agreement, and their use as contemplated hereby, do not infringe upon the intellectual property rights of any third party.

6. ADA Compliance. Where Conduit’s scope of work includes the design and development and/or maintenance of a client’s website or creation of other web-based content, Agency acknowledges and understands that, unless otherwise provided for in the Statement of Work, Conduit’s scope of work does not include ensuring compliance with the Americans with Disabilities Act (“ADA”) website accessibility requirements.  Agency shall be responsible for providing any and all specifications concerning ADA compliance applicable to the client.  Conduit shall be responsible solely for building to the specifications provided by the Agency.  Agency further understands and acknowledges that, irrespective of any additional duties undertaken by Conduit under an applicable Statement of Work, accessibility of any content added to the site or app by Agency or client such as video and images are the responsibility of the client and any design changes or decisions requested by Agency or client, regardless of whether Conduit identifies such as potentially violating any ADA guidelines, will be made with the knowledge of the client ultimately taking responsibilities for such decisions.      


o. Indemnification By Agency

i. Agency hereby indemnifies and agrees to defend and hold Conduit and its affiliates and its and their respective employees, officers, directors, agents and representatives (collectively the “Conduit Group”), harmless from and against any and all loss, liability, damage, lien, cost or deficiency of any nature (including, without limitation, interest, fines, penalties, costs of collection and reasonable legal fees and disbursements, costs of investigation, litigation and settlement) (collectively, “Damages”) actually incurred as a result of any demand or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) arising out of or relating to: (i) any claim or action arising from or relating to any Agency Materials or the Client Materials; (ii) any act or omission by Agency or its employees, agents or representatives; and (iii) any announcements, advertisements or other commercial copy produced or provided by Agency for use pursuant to this Agreement by the Conduit

p. Indemnification By Conduit

i. Conduit hereby indemnifies and agrees to defend and hold Agency and its affiliates and its and their respective employees, officers, directors, agents, and representatives (collectively the “Agency Group”), harmless from and against any damages actually incurred as a result of any third party demand or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) based upon, arising out of or relating to (i) any breach by Conduit of its obligations under this Agreement; (ii) Conduit’s gross negligence, intentional misconduct or violation of applicable law; and (iii) any claims of piracy, plagiarism, or infringement of intellectual property based upon materials created by Conduit that are contained in the deliverables, except to the extent any such claim arises out of any Agency Materials or Client Materials contained in the deliverables, or where Conduit deliverables have been substantially modified by the Agency or another third part

q. Limitation Of Damages

i. Notwithstanding anything to the contrary herein, neither party nor its affiliates or its or their respective equity holders, managers, members, directors, officers, employees, agents, sub-contractors, or licensors, shall be liable to the other party, or its directors, officers, employees, agents, managers, members, affiliates, or subcontractors, for claims for incidental, indirect, punitive, exemplary, consequential, or special damages, including damages for loss of profits, loss of use or revenue, and each party hereto waives, releases and agrees not to sue upon any claim for any such damages.

ii. Each party acknowledges that costs directly arising from third-party claims and/or intellectual property infringement shall be deemed to be direct damages. 

iii. Excepting only damages arising due to Conduit’s intentional misconduct or violation of law, in no event shall Conduit’s liability hereunder exceed the greater of (a) fees accruing under this agreement for the twelve (12) month period preceding the event given rise to the relevant claim, and (b) $50,000.

r. Performance Data

i. Conduit retains the rights to any 3rd party platform/software (ie: SEMRush, Looker Studio, etc.), and the data within, utilized for strategic insight, or fulfillment of Digital Marketing Services. 

ii. Conduit grants to Agency, for the benefit of the Agency and its clients, a limited, non-exclusive license to select data within the Agency Performance Dashboard for Agency, and Agency’s client(s) which such license shall terminate at the end of the client campaign(s).

iii. Any paid media platforms (ie: Google, Meta, LinkedIn, etc.) owned by the Agency or Agency Client remain owned by the Agency or Agency Client.

1. Agency grants Conduit a limited, non-exclusive license to all data within the platforms in which Conduit, or Reporting.Ninja is granted access, for the duration in which access is granted. 

s. Non-Solicitation

i. During the Term and for one (1) year thereafter, neither party shall, directly or indirectly, induce or attempt to induce any employee or contractor of the other party to leave the employ thereof. Nothing herein shall restrict a party from hiring an employee of the other party if such former employee responded to a job offer made to the general public.

1. During the Term and for one (1) year thereafter, Conduit will not directly solicit any Agency clients for whom digital marketing services were provided for the purposes of providing digital marketing services. 

ii. For the avoidance of doubt, nothing in this Agreement shall prohibit Conduit from providing digital marketing services to another of its agency subscribers for any of its clients or the clients of Conduit’s affiliated entities.

t. Insurance

i. Agencies with annual billing will obtain and keep in force during the Term of the Agreement:

1. A Comprehensive General Liability policy in an amount of no less than $1,000,000 per occurrence.

2. A Professional Liability policy (errors and omissions type) in an amount of no less than $1,000,000 per occurrence.

3. An Umbrella Liability policy in an amount no less than $1,000,000 aggregate.

4. Insurance shall be maintained in force at all times during the term of the Agreement.

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