Marketing Services Engagement Agreement (MSEA) 

Effective Date: 1/28/2025 

This Marketing Services Engagement Agreement (the “Agreement”) is entered into as of the Effective Date by and between [Client Name] (the “Client”) and BrandEVO, LLC (“BrandEVO”), headquartered in Naples, Florida. The Client and BrandEVO are referred to individually as a “Party” and collectively as the “Parties.” 

 

Recitals 

WHEREAS, BrandEVO provides digital marketing, media buying, consulting services, and acts as a reseller for advertising placements provided by third-party vendors and suppliers, including but not limited to Terraboost (“Third-Party Providers”); 

WHEREAS, the Client desires to engage BrandEVO for marketing services, including advertising placements and consulting; 

WHEREAS, the Client authorizes BrandEVO to act as its agency and media buyer, acknowledging that advertising placements secured through Terraboost are subject to the Terraboost terms and conditions available at https://www.terraboost.com/terms-and-conditions/; 

NOW, THEREFORE, in consideration of the mutual promises and agreements herein, the Parties agree as follows: 

 

1. Services

1.1 Statements of Work (SOW) 

BrandEVO will perform marketing and consulting services (“Services”) as described in one or more Statements of Work (SOW). 

• Each SOW will define the scope, deliverables, timelines, and associated fees. 

• Priority of Terms: In case of conflict, this Agreement shall govern unless an SOW explicitly states otherwise. 

1.2 Scope of Services 

BrandEVO offers a wide range of services, including but not limited to: 

1. Digital marketing strategies tailored to the Client’s objectives. 

1. Media buying and procurement of advertising placements through authorized Third-Party Providers. 

1. Vendor coordination for advertising kiosks or related installations. 

1. Consulting services for lead generation and campaign optimization. 

1. Development of marketing materials, including ad copy, graphics, QR codes, and multimedia assets. 

1.3 Authorization as Agency and Media Buyer 

The Client authorizes BrandEVO to act as its agency and media buyer to secure advertising placements, including those provided by Terraboost. The Client acknowledges that all such placements are subject to the Terraboost terms and conditions, available at https://www.terraboost.com/terms-and-conditions/. 

1.4 Communication & Reporting 

To ensure transparency and collaboration, BrandEVO will: 

• Provide weekly updates to review progress and milestones. 

• Assign a dedicated account manager as the Client’s primary contact. 

• Respond promptly to Client inquiries during business hours (Monday–Friday, 9:00 AM–6:00 PM EST). 

1.5 Changes to Scope 

Changes to the scope of Services require: 

1. Submission of a formal Change Request by the requesting Party. 

1. Issuance of an amended SOW specifying revised deliverables, fees, and timelines. 

1. Continued work under the original SOW until both Parties sign the amended SOW. 

1.6 Use of Affiliates & Subcontractors 

BrandEVO reserves the right to engage affiliates, subcontractors, or third-party vendors to fulfill its obligations. These entities will adhere to the confidentiality and performance standards outlined in this Agreement. 

 

2. Fees, Payment, and Expenses

2.1 Fees 

The Client agrees to pay all fees as outlined in the applicable SOW. Unless explicitly stated otherwise, all fees are non-refundable. 

2.2 Payment Terms 

• Invoice Schedule: Invoices will be issued upfront on either the 1st or 15th of the month, depending on the Client’s signup date. 

• Payment Deadline: Payment is due immediately upon receipt unless otherwise specified in the SOW. 

• Late Payments: Payments overdue by more than 30 days will incur a 1.5% monthly interest charge. BrandEVO reserves the right to suspend Services for delinquent accounts. 

2.3 Disputed Charges 

The Client must notify BrandEVO in writing of any disputed charges within three (3) business days of receiving an invoice. Disputed amounts will be reviewed, but undisputed amounts remain payable. 

2.4 Expense Reimbursement 

The Client will reimburse BrandEVO for pre-approved, out-of-pocket expenses incurred during the execution of Services. Itemized receipts will be provided. 

2.5 Taxes 

Fees are exclusive of applicable taxes, which the Client is responsible for, unless exempt by law. 

 

3. Term and Termination

3.1 Term Duration 

This Agreement begins on the Effective Date and remains in effect until terminated. Individual SOWs specify their respective durations. 

3.2 Termination Without Cause 

Either Party may terminate this Agreement with 30 days’ written notice if no active SOW is in place. 

3.3 Termination for Cause 

Termination may occur if: 

1. A Party materially breaches the Agreement and fails to remedy the breach within 15 days of written notice. 

1. A Party becomes insolvent, files for bankruptcy, or ceases operations. 

 

4. Intellectual Property and Ownership

4.1 Ownership of Deliverables 

The Client owns all final deliverables (“Work Product”) created under this Agreement upon full payment of associated fees. 

4.2 Background Technology License 

BrandEVO retains ownership of proprietary software, tools, and methodologies used in delivering Services (“Background Technology”). The Client is granted a non-exclusive, royalty-free license to use such Background Technology solely as incorporated into the deliverables. 

4.3 Third-Party Content 

Third-party content or tools, such as Terraboost kiosks, are governed by their respective licenses, and BrandEVO makes no guarantees regarding their performance or suitability. 

 

5. Indemnification

5.1 By Each Party 

Each Party agrees to indemnify and hold harmless the other Party and its affiliates, directors, officers, employees, and agents from claims arising from breaches of this Agreement or negligence. 

5.2 By BrandEVO 

BrandEVO shall indemnify the Client against intellectual property claims related to deliverables, excluding third-party content. 

5.3 By the Client 

The Client shall indemnify BrandEVO for claims arising from the misuse of materials, instructions, or leads provided by BrandEVO. 

 

6. Warranties and Disclaimers

6.1 Warranties 

BrandEVO warrants that Services will be performed professionally. The Client warrants the accuracy and legality of all materials provided to BrandEVO. 

6.2 Disclaimer 

All Services are provided “AS IS,” and BrandEVO disclaims all implied warranties, including fitness for a particular purpose. 

 

7. Limitation of Liability

BrandEVO’s total liability is limited to fees paid by the Client in the 30 days preceding the claim. BrandEVO is not liable for indirect, incidental, punitive, or consequential damages. 

 

8. Confidentiality

8.1 Definition 

Confidential Information includes non-public information disclosed by one Party to the other. 

8.2 Obligation 

Each Party agrees to protect the other’s Confidential Information for two (2) years following termination. 

 

9. Independent Contractor

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. 

 

10. Publicity and Trademarks

BrandEVO may identify the Client as a client and use the Client’s name and logo in marketing materials with prior written consent. 

 

11. Non-Solicitation

During the term of this Agreement and for 12 months post-termination, neither Party may solicit or hire the other’s employees without consent. 

 

12. Return of Property

Upon termination, BrandEVO shall return or destroy the Client’s Confidential Information and property within 30 days, retaining only one archival copy if required by law. 

 

13. Force Majeure

Neither Party shall be liable for delays caused by events beyond their control, such as natural disasters, pandemics, or government actions. 

 

14. Governing Law and Venue

This Agreement is governed by the laws of Florida, with disputes resolved exclusively in Collier County, Florida. 

 

15. Survival

Provisions related to confidentiality, intellectual property, indemnification, and limitations of liability shall survive termination. 

 

16. Audit Rights

The Client may, with 10 days’ notice, inspect BrandEVO’s financial records related to expenditures no more than once per year during normal business hours. 

 

17. Entire Agreement

This Agreement, including all SOWs, constitutes the entire agreement between the Parties and supersedes prior agreements. 

 

18. Assignment

Neither Party may assign this Agreement without prior written consent, except BrandEVO may assign it to an affiliate or successor. 

 

19. Severability

If any provision is found unenforceable, the remaining provisions remain in effect. 

 

20. Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other rights. 

 

21. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, with electronic signatures carrying the same legal weight as handwritten signatures.