Marketing Agreement

Marketing Agreement

Kai Studios Inc. Marketing


This Kai Studios Inc. Marketing  Search Marketing Agreement (“Agreement”) is made and effective on the date you accepted this agreement online, by and between you (“CLIENT”, “you”, “your”) and Kai Studios Inc. Marketing (“Kai Studios Inc.” or “Kai Studios Inc.”) which is a corporation in Los Angeles, CA

WHEREAS, CLIENT has selected (signed up through our registration process online, over the phone or using our sign up forms) Kai Studios Inc. Marketing to provide online advertising services for a fee;

WHEREAS, CLIENT desires to engage Kai Studios Inc. to render, and Kai Studios Inc. desires to render to CLIENT, certain advertising services, as set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. Engagement.

  1. CLIENT engages Kai Studios Inc. to render, and Kai Studios Inc. agrees to render to CLIENT, certain services in connection with CLIENT’s placing of advertising for certain of CLIENT’s products as follows:
  1. Advertise to the CLIENT’s selected GEOTARGETS. ( GeoTargets being named geographical areas as defined in the Kai Studios Inc. CLIENT Application database. )
  1. Client agrees also to be bound by terms set in the Google advertisers agreement found on the website and their editorial guidelines found at Editorial Guidelines:
  1. Advertise using Marketing Credits purchased by CLIENT through the Kai Studios Inc. CLIENT Application.

2. Products.

  1. Kai Studios Inc.’s engagement shall relate to the following products and services of CLIENT: Sponsored Listings placed via the Kai Studios Inc. CLIENT Application.  (Our system places advertising via a proprietary internal management API on Google’s AdWords advertising network)

3. Exclusivity.

  1. Kai Studios Inc. shall be the Exclusive online advertising source in the United States for CLIENT with respect to the products described in Section 2 above.  If CLIENT currently has a campaign running with AdWords the CLIENT will grant Kai Studios Inc. management privilege to the account prior to launching an Kai Studios Inc. campaign.

4. Standard Payment Terms.

  1. Set Up Fees:  There is an initial account set up fee of a minimum of $500.00. This fee includes the setup of 10 geotargets (niche areas), additional geoTargets fee is $125.00 each. Customizations or services not specifically detailed in this document are not included in the standard set up fees. Any additional fees not detailed in the sign up forms will be included in a seperate quote.
  1. Account Marketing Credits:  CLIENT will purchase Marketing Credits which Kai Studios Inc. uses to place sponsored listings on our search marketing partner sites.  Automatic Replenishment of the account balance on the first of each month will occur unless CLIENT opts out of our system with sufficient notice set your account status to suspended.
  1. Kai Studios Inc. shall deduct all advertising costs, pay-per-click charges, and additional online services, such as additional GeoTargets, or API fees from your marketing credit balance.  Your marketing campaign will be paused at our discretion when a low balance is reached.  The campaign will resume when the marketing account is replenished either by you directly or automatically depending on your preferences set in the Kai Studios Inc. CLIENT Application.
  1. In the event that we must make adjustment to your account due to advertising overcharge/undercharge adjustment a Marketing Credit service adjustments shall be credited or charged to CLIENT as soon as practical.
  1. Custom GeoTargets can be requested given the following information, Zip Code that encompasses the area and the area Name.  There is a Setup fee for Custom/Exclusive GeoTargets.
  1. Kai Studios Inc. Marketing shall receive an amount equal to no less than Ten percent gross profit margin for charges levied by media for advertising placed therewith by Kai Studios Inc. Marketing pursuant to this Agreement;
  1. Billing history can be viewed through your eSoure CLIENT Application Account Login.
  1. Kai Studios Inc. accepts the following payment type:  Credit Card (Visa, MasterCard, Discover, AMEX)
  1. Replenishment of your marketing credits account.  Your account marketing credits balance will be charged an amount equal to your set monthly budget minus any remaining balance in your account. The charged will not to exceed your set monthly budget as specified by you in the Kai Studios Inc. CLIENT Application. These charges will be posted to your credit card or debit card each month  until such time that you cancel your account in accordance with this agreement or modify your payment options within the Kai Studios Inc. CLIENT application

5. Custom Search Marketing Campaign Development and Compensation.

  1. Kai Studios Inc. shall receive an amount equal to an agreed upon percentage of the gross charges levied by media for advertising placed therewith by Kai Studios Inc. pursuant to this Agreement; provided that:
    1. No percentage will be added to Kai Studios Inc. charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of Kai Studios Inc. personnel.
  1. For those items where Kai Studios Inc. is not compensated on a commission basis, CLIENT shall pay Kai Studios Inc. on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed two hundred fifty dollars per hour. CLIENT may elect in advance to be charged on this hourly rate basis. If CLIENT fails to notify Kai Studios Inc. of its choice, it shall be presumed that CLIENT elected to be charged on an hourly rate basis. Services of this type may include post-click processing, data analysis, website conversion optimization.
  1. In the event that Kai Studios Inc. undertakes, at CLIENT’s request subject to CLIENT’s prior approval, special projects, Kai Studios Inc. shall prepare an estimate of total charges for any such special project, including any charges for materials or services purchased from outside sources. In the event that CLIENT elects to proceed with the special project based upon Kai Studios Inc.’s estimated cost, Kai Studios Inc. shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
  1. For any special project or other services provided by Kai Studios Inc. pursuant to this Agreement upon which the parties have not agreed as to charges, CLIENT shall pay Kai Studios Inc. at its regular hourly rate.
  1. CLIENT shall not be obligated to reimburse Kai Studios Inc. for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed upon by CLIENT in advance.
  1. Custom campaign development will be charged based on an estimate of time it will take to undertake such a program. A quote will be provided and agreed to by both parties prior to commencing any development work.

6.  CLIENT Shall.

  1. Update and maintain your billing information by notifying Kai Studios Inc. of any changes via email or by phone.
  2. CLIENT will not misrepresent themselves, professionally or in any way to us or to prospects clicking thru the advertisement.
  3. Not disclose or use any means to reverse engineer keyword data or keyword tracking information obtained from web analytics or provided by Kai Studios Inc. to any third party without the express written consent of Kai Studios Inc..
  4. Any document marked on the header or footer with [Kai Studios Inc. Proprietary] – This document contains proprietary or trade secret information and is intended solely for the internal use of the companylisted on document — please do not distribute any such information to any third party without written permission from Kai Studios Inc..

7. What Kai Studios Inc. Does and Does not do.

  1. Kai Studios Inc. provides an application to simplify the placement of sponsored listings on our network of selected search engines.
  2. Kai Studios Inc. provides expertise and ongoing efforts to maximize returns for sponsored listings by evaluating online user behavior and site statistics, word usage, seasonal trends, bid placement and click thru ratings, and ad creatives. This does not include consulting on CLIENT’s web site, conversion analysis or data analysis. We will from time to time provide opinions and advice but this is done as a courtesy to benefit clients by simply sharing public information with our clients that they may or may not be aware of.
  3. Kai Studios Inc. will maintain your advertising campaign spend as CLIENT specified in the budgeting options section of the Kai Studios Inc. CLIENT Application.
  4. Kai Studios Inc. will notify you in the event any changes are made to this agreement.
  5. Kai Studios Inc. does not monitor and will not automatically cancel services for problems related to non-usage, technical issues with CLIENT’s websites, email, or any other secondary issues not directly related to Kai Studios Inc. services.

8. Indemnification.

  1. CLIENT agrees to indemnify and hold Kai Studios Inc. harmless with respect to any claims, loss, liability, damage or judgment suffered by Kai Studios Inc., including reasonable attorney’s fees and court costs, which results from the use by Kai Studios Inc. of any material furnished by CLIENT including ad copy and landing page copy used within the ad campaign or where material created by Kai Studios Inc. or at the direction of Kai Studios Inc. subject to the indemnification is materially changed or changedc by CLIENT direction or by CLIENT modification within the Kai Studios Inc.Agent Client Application. Information or data obtained by Kai Studios Inc. from CLIENT to substantiate claims made in advertising shall be deemed to be “material furnished by CLIENT to Kai Studios Inc.”.

9. Term.

  1. The term of this Agreement shall commence on your Sign Up date which is saved in the Kai Studios Inc. CLIENT application database and shall continue in full force and effect until terminated by either party upon at least thirty  (30) days prior notice. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising until that placement can be discontinued.

10. Rights Upon Termination.

  1. Upon termination of the Agreement, Kai Studios Inc. shall transfer, assign and make available to CLIENT all property and materials in Kai Studios Inc.’s possession or subject to Kai Studios Inc.’s control that are the property of CLIENT, subject to payment in full of amounts due pursuant to this Agreement.  Kai Studios Inc. will not transfer Campaign access to CLIENT or will have access to our keyword database or keyword typing methodology.
  1. Upon termination, Kai Studios Inc. agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
  1. Refunds:  We do not give full refunds.  Your monthly management fees and setup fees are not refundable.  We will refund unused ad spend dollars after all applicable fees have been accounted for and your campaigns have been discontinued. It can take up to one-and-a-half business days to pause or cancel your Internet advertising campaigns so additional activity may occur on your account during that transition.
  1. Kai Studios Inc. will not share campaign keyword information, keyword development, ad copy analysis, split testing data or any information related to the development of the ad campaign as Kai Studios Inc. views this information as trade secret and its only competitive advantage in its industry.

11.  Limits of liability

  1. Kai Studios Inc. provides that Kai Studios Inc.’s services and all other services performed by Kai Studios Inc. under this Agreement “AS IS”.  Kai Studios Inc. makes no gaurantees or warranties with respect to the performance of its advertising, websites, software or services, express or implied.  These parties agree that in no event will Kai Studios Inc. be liable to CLIENT or any other party under any theory of liability.  This provision shall survive termination of this agreement.

12. Default.

  1. In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

13. Notices.

  1. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by email or postal delivery.  As well as posted to the message inbox with the CLIENT’s Kai Studios Inc. CLIENT application.

14. Headings.

  1. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

15. Final Agreement.

  1. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

16. Governing Law.

  1. This Agreement shall be construed and enforced in accordance with the laws of the state of California.