This Master Agreement for Digital Marketing Services (“Agreement”) is made effective as of (“Effective Date”) by and between Darling Local, Inc., an Ohio corporation (“Darling Local”), 888 Critchfield Street, Millersburg, Ohio 44654, and the client whose name and address is as associated with the payment received to Darling Local (“Client”).

1.    SCOPE OF WORK. Beginning on the Effective Date and upon the receipt and the successful processing of the first payment invoice by Darling Local, Darling Local shall provide to Client the services and products described in Addendum “A” attached hereto (collectively, the "Scope of Work").

2.    TERM. The term of this Agreement shall be for the Term set forth in Addendum “A” attached hereto and starts on the date that payment is received and cleared by Darling Local. The initial term of this Agreement cannot be canceled or shortened. There will not be a return of funds if Client decides to only utilize the services outlined herein for less than the Term or is unsatisfied with the services provided. After the Term set forth hereinabove has expired, this Agreement will continue on a month-to-month basis. After the initial Term, either party has the right to terminate this Agreement at any time by providing a 30-day written notice to the other party. Upon termination, Client will be responsible for any fees incurred up to the termination date. 

3.    PAYMENT. Payment is set forth in Addendum “A” attached hereto. Payment shall be made each month in full to Darling Local upon receipt of its monthly invoice. No work will be performed until payment has been received and cleared by Darling Local. In the event Client shall fail to tender payment when due, Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the services outlined in the Scope of Work when due, Darling Local, has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek other legal remedies.

4.     AUTHORIZATION/REQUEST FOR INFORMATION AND CONTENT. Client agrees to give Darling Local access to all tools, software, websites, social media, landing pages, accounts, etc., that it will need to access in order to execute its responsibilities under the Scope of Work. Darling Local will use best efforts to secure and protect all passcodes. Only authorized representatives of Darling Local will be allowed to access passcodes and only on an as needed basis. In addition, Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Darling Local’s responsibilities under the Scope of Work upon Darling Local’s request.

5.      ADDITIONAL TOOLS/SOFTWARE AND COSTS. Darling Local may require certain tools/software/services to support its efforts. Client agrees to be responsible for all costs (one time or monthly) for such tools/software/services. Darling Local agrees that it will not purchase or subscribe to such services or software without pre-approval from Client.

6.      ADDITIONAL SERVICES FEE. In the event the Client would like to use Darling Local for services outside of the Scope of Work outlined herein above, additional charges may apply. In the event Darling Local is asked to do hourly work outside of the scope of this Agreement then the following charges will apply: $125.00 per hour.

7.       LIMITED GUARANTEE. Darling Local is so confident in its ability to deliver results that it makes this worry-free limited guarantee (the “Limited Guarantee”). If at the end of the initial term of this Agreement, Darling Local does not deliver a minimum of ten percent (10%) conversion from search to engagement, Darling Local will continue to provide the Advanced Google Business Tools/Visibility Regimen™ product for an additional six (6) months at NO CHARGE to Client. Any free services provided under this guarantee shall be limited to the Advanced Google Business Tools/Visibility Regimen™ product and only for the term set forth herein. This Limited Guarantee shall be the only guarantee provided under this Agreement by Darling Local.

The parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, other than those promises and responsibilities set forth in the Limited Guarantee contained herein, Darling Local can make no guarantee on the results that may be provided as a result of its Scope of Work. Darling Local represents that in good faith it shall make every effort to ensure that the Client’s digital marketing is successful and leads are generated as a result of its Scope of Work. Other than the promises and responsibilities outlined in the Limited Guarantee set forth herein, Darling Local does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client. Other than set forth specifically herein, Darling Local shall not be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Darling Local has been advised of the possibility of such damages.

8.       COPYRIGHTS AND TRADEMARKS. Client represents to Darling Local and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Darling Local for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Darling Local from any claim or suit arising from the use of such elements furnished by the Client.

9.       OWNERSHIP TO DELIVERABLES. Darling Local or its partners retain the intellectual rights to all items previously owned by Darling Local/partner. Client retains the rights to all deliverables that are not marked as Darling Local property. Items that are not specifically transferred to the Client will remain the property of their respective owners.

10.      WORK CREDIT. Client agrees to allow Darling Local to use Client’s name and/or website for company promotions, online portfolio, past client lists, on social media, in print material, etc., for advertising and promoting Darling Local’s services and products to other companies or individuals.

11.        ASSIGNMENT OF SCOPE OF WORK. Darling Local reserves the right to assign certain subcontractors to the Scope of Work if it sees the need to do so in order to meet the requirements under this Agreement.

12.        INDEPENDENT CONTRACTOR. Nothing herein shall be construed to create an employer-employee relationship between Client and Darling Local. Darling Local is an independent contractor and not an employee of Client. The consideration set forth in Section 3 hereinabove shall be the sole consideration due Darling Local for the services rendered herein. It is understood that the Client will not withhold any amounts for payment of taxes from the compensation of Darling Local herein or provide any insurance or like benefits to Darling Local.

13.         INDEMNIFICATION. Client does hereby expressly agree to indemnify and hold harmless Darling Local and its shareholders, directors, officers, employees, agents, representatives, partners and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with the Scope of Work. The Client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Darling Local, its shareholders, directors, officers, employees, partners and contractors arising or resulting at any time or place from anything done or omitted to be done by Darling Local regarding the Scope of Work set forth herein.

14.        LAWFUL PURPOSE. Client may only use Darling Local’s services for lawful purposes. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

15.         VENDORS/CONTRACTORS. In connection with services set forth in the Scope of Work herein, Darling Local has the right to utilize contractors, third-party companies, and vendors selected by Darling Local, in its sole and absolute discretion, to complete or support the completion set forth in the Scope of Work. Purchased work from vendors/contractors shall be made under such terms Darling Local deems, in its sole and absolute discretion, as acceptable. Darling Local will be responsible for all costs associated with such vendor/contractor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.

16.         CONFIDENTIALITY. Darling Local and its shareholders, directors, officers, employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Darling Local or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Darling Local and its shareholders, directors, officers, employees, agents, representatives, partners and contractors will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows Darling Local to disclose Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Agreement, Darling Local will return to Client all records, notes, documentation, and other items that were used, created, or controlled by Darling Local during the term of this Agreement.

17.           DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: (a) the failure to make a required payment when due, (b) the insolvency or bankruptcy of either party, (c) the subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency, and/or (d) the failure to make available or deliver the services in the Scope of Work in the time and manner provided for in this Agreement. Upon default, the non-defaulting party shall give the defaulting party, by written notice, notice of the default and the right to cure within five (5) calendar days. In the event that the defaulting party fails to cure the default within the prescribed time, the non-defaulting party may terminate this Agreement and seek any and all available remedies provided under applicable law.

18.            REMEDIES CUMULATIVE. All of the rights and remedies of the parties shall be cumulative, and the exercise or assertion of one or more of such rights or remedies shall not affect any other rights or remedies allowed by law or equity.

19.            FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

20.            DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction. Arbitration shall take place in Holmes County, Ohio.

21.            ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

22.            SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 

23.            AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties if the writing is signed by the party obligated under the amendment. 

24.            GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Ohio.

25.             NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph, or to such other address as one party may have furnished to the other in writing. 

26.             WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

27.              ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

28.             CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The Agreement shall be deemed as if it were drafted by both parties in a mutual effort.

29.              ASSIGNMENT. Client shall not assign or transfer this Agreement without the prior written consent of Darling Local.

ADDENDUM “A”

1.              SCOPE OF WORK. Beginning on the Effective Date and upon the receipt and the successful processing of the first invoice by Darling Local, Darling Local shall provide to Client the services and products described hereinbelow (collectively, the "Scope of Work"):

Google Business Profile Management

The service includes Weekly Rotation Posts published weekly 5 times at optimal times based on our metrics across over 500 client accounts. Each ad is written with an SEO focus and is designed to send prospects to your website and your products/services.

These posts, which expire per Google algorithms, will be replaced and renewed continuously before expiration every seventy days. 

Daily Posts To Google Brands are content-rich, keyword, and key phrase briefs. Because the posts are indexed to Google Business, Google primary search, Google local search, Google Images, and other open platforms, we will include keywords that you want to rank for here. Google will constantly update the dashboard with the most successful keywords and key phrases. 

This daily regimen will continue without a break for holiday - vacation or other standard calendar issues that affect other businesses.

2.         TERM. This term of this agreement shall be 12 months and starts on the date that payment is received and cleared by Darling Local, Inc. After the initial term this Agreement shall continue on a month-to-month basis unless terminated by either party upon providing a written 30-day notice to the other party (“Term”).

Acceptance of this "Scope of Work" is upon payment.

3.          PAYMENT. Payment shall be made to Darling Local, Inc upon receipt of invoice in the total amount stipulated by the sales agent on a monthly or annual basis. No work will be performed by our team until payment has been received and cleared by Darling Local, Inc.