Here are the terms and conditions as of 14 July 2023.

1. Services.

Subject the terms and conditions of this Agreement, B2Linked shall provide to Client the services set forth in Exhibit A hereto (collectively, the “Services”). B2Linked shall be responsible for engaging and managing all personnel necessary to perform the Services, each of whom shall be suitably skilled, experienced and qualified (collectively, the “B2Linked Personnel”), and shall be responsible for the payment of all compensation owed to the B2Linked Personnel.

2. Client Obligations.

Client shall respond promptly to B2Linked requests for direction, information, access, authorizations, decisions, approvals and the like that are reasonably necessary for B2Linked to perform the Services in accordance with the requirements of this Agreement. Client and B2Linked shall be jointly responsible for creating advertising content associated with the Campaign, including but not limited to graphics, illustrations, artwork, images, logos, photographs, audio clips, video clips, ad information, websites, website landing pages, and the like (collectively, “Advertising Content”).

3. Fees and Payment.

  1. Service Fees. In consideration of the provision of the Services and the rights granted to Client herein, Client shall pay B2Linked a monthly fee during the term of this Agreement. The monthly fee and the length of term is defined in the quote that you have received from B2Linked.
  2. Expenses. The fees payable to B2Linked pursuant to Section 3.1 shall be inclusive of all costs of materials or other expenses of B2Linked in providing such Services. Notwithstanding the foregoing, Client agrees to reimburse B2Linked for all actual, documented and reasonable travel (transportation, lodging and meals) and out-of-pocket expenses incurred by B2Linked in connection with the performance of the Services that have been approved in advance in writing by Client (the “Reimbursable Expenses”).
  3. Payment. B2Linked shall issue monthly invoices to Client for the fees that are then payable, together with a breakdown and reasonable evidence of any Reimbursable Expenses. Client shall pay all properly invoiced amounts due to B2Linked within thirty (30) days after Client’s receipt of such invoice, except for any amounts disputed by Client in good faith and in accordance with Section 3.5. Client shall make all payments by check or via ACH or wire transfer to an account specified by B2Linked.
  4. Invoice Disputes; Late Payments. Client shall notify B2Linked in writing of any dispute with respect to an invoice, together with a reasonably detailed description of the dispute and any substantiating documentation, within thirty (30) days from Client’s receipt of such invoice. Client will be deemed to have accepted all invoices for which B2Linked does not receive timely notification of dispute, and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3.3. The Parties shall seek to resolve all invoice disputes expeditiously and in good faith. Except for invoiced amounts that Client has properly disputed, if any invoiced amounts are not received by B2Linked by the due date, then without limiting B2Linked’s other rights or remedies, Client shall pay interest on all past due amounts at the rate of 1.5% of the outstanding balance per month.
  5. Suspension of Services. If at any time there is any past due amount by Client under this Agreement, then without limiting B2Linked’s other rights and remedies, B2Linked may suspend provision of the Services until such amounts are paid in full. B2Linked will give Client at least forty-eight (48) hours prior written notice that Client’s account is past due before suspending Services. B2Linked shall not exercise its rights under this Section 3.5 if Client is then disputing the applicable amount reasonably and in good faith and is cooperating diligently to resolve the dispute.

4. Intellectual Property Rights; Ownership.

  1. License to Certain Client Intellectual Property. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to all Advertising Content, including all intellectual property therein. Subject to and in accordance with the terms and conditions of this Agreement, Client grants B2Linked a limited, non-exclusive, royalty-free, non-transferable and non-sublicensable, worldwide license during the term of this Agreement to use, solely in connection with the Services: (i) Client’s Advertising Content, (ii) Client’s trademarks and copyrights, (iii) Client’s domain names, website addresses, websites and URL’s; and (iv) any trademarks created by B2Linked on Client’s behalf as part of the Services. Client grants no other right or license to any of Client’s intellectual property to B2Linked by implication, estoppel or otherwise.
  2. Ownership of and License to Deliverables. Except as set forth in Section 4.3, Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to all work product delivered to Client hereunder by B2Linked in connection with the Campaign or in the course of performing the Services (“the Deliverables”), including all intellectual property therein. B2Linked agrees, and will cause B2Linked Personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” B2Linked hereby irrevocably assigns, and shall cause the B2Linked Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all intellectual property therein. B2Linked shall cause the B2Linked Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such B2Linked Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables. Upon Client’s reasonable request, B2Linked shall, and shall cause the B2Linked Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables.
  3. Ownership of Background IP & Technology. B2Linked, or its licensors as the case may be, invented and continues to invent and create derivative works of certain backend and background elements, techniques and/or features that are incorporated into and/or utilized in performing the Services. B2Linked, or its licensors as the case may be, are and shall remain the sole and exclusive owner of all right, title and interest in and to all B2Linked trade-secrets, know-how, methodologies, proprietary information, inventions, algorithms, software, tools, logic, analytics, computer programs, source code, or other backend and background elements, techniques and/or features incorporated into and/or utilized in performing the Services, including all associated intellectual property rights therein.

5. Confidentiality.

From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 5 by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

6. Non-Solicitation.

During the term of this Agreement and for a period of one (1) year thereafter, neither Party shall directly or indirectly solicit or induce for employment, or for services as an independent contractor, any person who performed any work under this Agreement who is then an employee or independent contractor of the other Party.

7. Non-Exclusivity.

During the term of this Agreement B2Linked has, and at all times thereafter shall retain, the right to perform for other persons, entities and organizations the same or similar type of services as the Services provided to Client under this Agreement.

8. Representations; Warranties; Disclaimer.

  1. Mutual Representations. Each Party represents to the other that it is a legal entity duly organized, validly existing and in good standing in the jurisdiction of its formation; it has the full right, power and authority to enter into this Agreement; the execution of this Agreement by its representative whose signature is set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary corporate action of the Party; this Agreement constitutes the legal, valid, and binding obligation of each party, enforceable in accordance with its terms.
  2. B2Linked Warranties. B2Linked warrants that the Services will be performed in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in online advertising campaigns of equivalent value and for similar services.
  3. Client Representations and Warranties. Client represents and warrants to B2Linked that it has provided B2Linked with a copy of any applicable internal policies or procedures and a written description of any specifications or other requirements or restrictions that apply to any of the Services or the Campaign; that it has, and shall maintain throughout the term of this Agreement, all rights, licenses and consents required in connection with the Campaign, including any such right or licenses required to lawfully use, and to authorize B2Linked to use, any Advertising Content, personal or corporate names, copyrighted materials, trade names, trademarks, endorsement language, and any other items provided to B2Linked for use in connection with the Campaign; and that all materials and content provided to B2Linked by Client for use in the Campaign comply with all applicable laws (e.g., laws governing unfair and deceptive acts and practices).
  4. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 8, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8 OF THIS AGREEMENT.
  5. DISCLAIMERS. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT WILCOX ADVERTISING, INC. D/B/A B2LINKED IS NOT LINKEDIN CORPORATION OR AN AFFILIATE OF LINKEDIN CORPORATION. CLIENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT B2LINKED HAS NO CONTROL OVER THE TERMS, CONDITIONS, POLICIES, ALGORITHMS, FEATURES, OR FUNCTIONALITY OF LINKEDIN.COM AND/OR ANY OTHER LINKEDIN CORPORATION PRODUCTS OR SERVICES.

9. Indemnification.

  1. Client Indemnification Obligations. Client shall defend, indemnify and hold harmless B2Linked, and its officers, directors, shareholders, employees, agents, representatives, affiliates, successors and permitted assigns (collectively, “B2Linked Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from any: (a) breach by Client or its personnel of any representation, warranty, covenant or other obligations set forth in this Agreement; and/or (b) allegation that any Client intellectual property or Advertising Content, or B2Linked’s receipt or use thereof, or any other items provided to B2Linked for use in connection with the Campaign in accordance with the terms of this Agreement, infringes any intellectual property rights of a third party.
  2. B2Linked Indemnification Obligations. B2Linked shall defend, indemnify and hold harmless Client, and its officers, directors, shareholders, employees, agents, representatives, affiliates, successors and permitted assigns (collectively, “Client Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from any: (a) breach by B2Linked or its personnel of any representation, warranty, covenant or other obligations set forth in this Agreement; and/or (b) allegation that any of the Services or Deliverables or Client’s receipt or use thereof infringes any intellectual property of a third party.
  3. Indemnification Procedures. A party seeking indemnification under this Section 9 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.
  4. EXCLUSIVE REMEDY. THIS SECTION 9 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 9.

10: Limitation of Liability.

  1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. MAXIMUM LIABILITY. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO B2LINKED PURSUANT TO THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 shall not apply to damages or other liabilities arising out of or relating to a Party’s infringement or misappropriation of intellectual property, a Party’s failure to comply with its obligations under Section 5 (Confidentiality), Section 6 (Non-Solicitation), or Section 9 (Indemnification), or a Party’s gross negligence, willful misconduct or intentional acts, or Client’s breach of undisputed payment obligations.

11. Term; Termination.

  1. Term. The term of this Agreement shall commence on the date this Agreement is fully executed and delivered and, unless terminated earlier in accordance with Section 11.2, shall continue in full force for the term that is defined in the quote Client received initially from B2Linked. Upon the expiration of the Initial Term, this Agreement shall automatically renew monthly, unless either Party provides the other Party with written notice of termination of this Agreement not later than seven (7) days prior to the end of the then current term of the Agreement.
  2. Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party: (a) if the other Party breaches this Agreement, and such breach is incapable of cure, or, if the breach can be cured, it is not cured by the other Party within thirty (30) days after receipt of written notice of such breach, (b) if the other Party (i) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (v) is dissolved or liquidated; or (c) if the other Party is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than sixty (60) days.
  3. Surviving Provisions. Section 4 (Intellectual Property Rights), Section 5 (Confidentiality), Section 6 (Non-Solicitation), Section 7 (Non-Exclusivity), Section 8 (Representations; Warranties; Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11.3 (Surviving Provisions), and Section 12 (Miscellaneous) shall survive any termination of this Agreement.

12. Miscellaneous.

  1. Entire Agreement. This Agreement, including any exhibit(s) attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
  2. Notices. All notices hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the address set forth beneath the signature hereto of their respective representative (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 12.2.
  3. Severability. If any term or provision of this Agreement is determined by an arbitrator, by a court of competent jurisdiction, or by mutual agreement of the Parties to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, and such term or provision shall be modified and interpreted so as to best accomplish the objectives of the original term or provision to the fullest extent permitted by law.
  4. Amendment; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing, identified as such, and signed by each Party. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
  5. Assignment. As a contract for services, B2Linked may not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Client, which Client may withhold in its sole and absolute discretion. Client may not assign any or all of its rights or obligations under this Agreement without the written consent of B2Linked, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may, upon written notice to the other Party, assign this Agreement to a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the Party’s assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
  6. No Third-party Beneficiaries. This Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  7. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah without giving effect to any conflict of laws provisions thereof.
  8. Dispute Resolution. Any dispute arising out of or relating to this Agreement, including breach, termination, interpretation, or the validity of any provision, shall be resolved in the following manner. Within thirty (30) days after any party delivers to the other party hereto written notice of a dispute (the “Dispute Notice”), the Parties and/or their respective representatives with authority to settle the matter shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution (“Dispute Resolution Meeting”). If the dispute is not settled within sixty (60) days of the initial Dispute Notice, then upon notice by any Party to the other, any unresolved dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, and judgment may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator in Salt Lake City, Utah. Any negotiations pursuant to this Section 12.8 are confidential and shall be treated as compromise and settlement negotiations for all purposes. The arbitrator may grant injunctions or other equitable relief in such dispute. The arbitrator shall award the prevailing party, if any, as determined by the arbitrator, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Notwithstanding the foregoing, the parties shall have the right to conduct reasonable discovery as permitted by the arbitrator and the right to seek temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction during the pendency of the arbitration or to enforce the terms of an arbitration award.
  9. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for any obligations to make payments to the other Party under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s control, including without limitation acts of God, flood, fire or explosion, war, terrorism, invasion, riot or other civil unrest; national or regional emergency, Internet service providers, shortage of adequate power or telecommunications, or any other event which is beyond the reasonable control of such Party (each of the foregoing, a “Force Majeure Event”). During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.
  10. Relationship of Parties.  Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. B2Linked is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
  11. Counterparts.  This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

EXHIBIT A

DESCRIPTION OF SERVICES

Services provided are defined in your quote from B2Linked. Here are the minimum services that we include:

  • Help design and define strategy
  • Help with ad copy and creative
  • Help with launching and deploying ads
  • Help with targeting
  • Setting up conversion tracking
  • Weekly and monthly reporting on the following:
    • Audience performance by targeting facet
    • Conversion rates by ad, offer, and campaign
    • Clickthrough rates by ad, offer, and campaign
    • Plus additional insights
  • Daily optimization
  • AB testing and troubleshooting when necessary
  • Suggestions and guidance for landing page optimization