1. Scope of Services & Operational Capability
The Service Provider shall deliver the Asset Creation Engine™. In alignment with the Provider’s "Operational Capability — Not Headcount" model, the engagement provides dedicated creative production capability. Services include graphic design, short-form and long-form video editing, motion graphics, ad creatives, funnel graphics, presentation design, and the management of an organized production workflow.
Representative activities include campaign coordination, creative production, CRM management, lead follow-up, and executive-level reporting. The specific workflows, channel mix, and campaign cadence shall be confirmed during onboarding.
2. Specialist Assignment & Personnel Replacement
The engagement is entered into with 5Keys Business Solution and not with any specific individual. The Service Provider recruits, supervises, trains, compensates, and manages assigned personnel, and may replace, reassign, or supplement a similarly qualified resource due to resignation, leave, performance, workload balancing, or business-continuity needs. Nothing herein creates an employer-employee relationship between the Client and any assigned personnel.
3. Delivery Standards & Operating Rhythm
The Service Provider shall use commercially reasonable efforts to meet agreed turnaround standards for asset production, campaign launches, and lead follow-up, and maintain daily and weekly reporting. The Client acknowledges that delayed instructions, missing brand assets, or delayed approvals may affect publication and campaign timelines.
4. Fees, Advance Payment & Security Deposit
The Client agrees to pay $3,600 per month for the services described in Clause 1. Prior to commencement, the Client shall pay one (1) month in advance plus one (1) month security deposit. The security deposit is applied to the final month of service upon valid termination, provided all balances are paid and the Client has complied with this Agreement.
5. Invoicing, Late Payment & Suspension
Fees are billed in advance and due on or before the agreed billing date. If payment is delayed, the Service Provider may pause services, halt campaign publishing, restrict CRM/system access, and withhold deliverables until balances are settled. Timelines paused by delayed payment shall not be deemed a breach by the Service Provider.
6. Client Cooperation & System Access
The Client shall provide timely instructions, raw brand assets, defined commercial goals, and secure access to the marketing and sales systems required to perform the services (for example, the Client’s CRM, social media platforms, or ad accounts). The Service Provider is not responsible for delays caused by missing information, restricted access, or third-party platform bans/restrictions.
7. Licensing Boundaries & Professional Responsibility
The Service Provider provides operational, marketing, and commercial growth support only. The Service Provider is not a licensed legal counsel, financial advisor, or regulatory expert. All final authorizations on marketing claims, compliance with industry-specific advertising regulations, and commercial pricing decisions remain solely with the Client. Assigned specialists act only within Client-defined, approved workflows and messaging frameworks.
8. Customer Data, PII & Marketing Compliance
The Service Provider shall handle prospect, lead, and customer personal information with strict confidentiality and use commercially reasonable safeguards. While the Service Provider assists with outreach execution, the Client remains solely responsible for ensuring that all campaigns, emails, and SMS outreach comply with applicable laws (e.g., CAN-SPAM, TCPA, GDPR). Confidentiality obligations survive termination.
9. Performance Expectations & No Outcome Guarantee
The Service Provider shall use commercially reasonable efforts to maintain campaign momentum, produce assets, and engage leads. Because marketing outcomes are influenced by market demand, algorithm changes, ad platform volatility, and the Client’s underlying offer/pricing, the Service Provider does not guarantee specific lead volume, sales conversions, revenue, or Return on Ad Spend (ROAS).
10. Scope Boundaries & Additional Work
Services are limited to the commercial capabilities and workflows agreed in writing. Additional functions, major rebranding initiatives, or materially increased volume may require separate written approval and may be billed at prevailing rates. Advertising spend, paid media budgets, third-party software subscriptions, influencer fees, and external production costs are explicitly excluded and remain the direct financial responsibility of the Client.
11. Confidentiality & Data Security
Each party shall maintain the confidentiality of the other’s proprietary, operational, financial, lead data, and strategic information, and use commercially reasonable safeguards to protect electronic information and documentation. These obligations survive termination of this Agreement.
12. Intellectual Property
Client-supplied brand guidelines, logos, and raw materials remain the property of the Client. Finalized creative deliverables, graphics, and video assets created specifically for the Client belong to the Client upon full payment. The Service Provider retains ownership of its pre-existing systems, funnel templates, SOPs, management dashboards, workflows, and proprietary operating methods.
13. Non-Solicitation & Non-Circumvention
During the term and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, hire, or contract with any personnel introduced or assigned by the Service Provider without prior written consent, whether directly or through a third party.
14. Independent Contractor & Non-Exclusivity
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employer-employee relationship. This is a non-exclusive engagement; the Service Provider may serve other clients provided no confidential Client data is misused or shared.
15. Limitation of Liability
To the fullest extent permitted by law, the Service Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages, lost revenue, lost ad spend due to platform errors, or business interruption. The Service Provider’s total aggregate liability shall not exceed the fees actually paid by the Client during the three (3) months immediately preceding the claim.
16. Term & Termination
This Agreement operates on a month-to-month basis unless otherwise agreed in writing. Either party may terminate with not less than thirty (30) days’ written notice. The Service Provider may suspend or terminate immediately for non-payment, material breach, misuse of personnel or systems, unauthorized solicitation, or confidentiality breach. The security deposit is applied to the final billing period.
17. Dispute Resolution & Arbitration
The parties shall first attempt to resolve any dispute through good-faith negotiation. Unresolved matters shall be submitted to binding arbitration in a mutually agreed jurisdiction, except where injunctive or equitable relief is necessary to protect confidential information, intellectual property, personnel, or proprietary systems.
18. Force Majeure
Neither party is liable for delay or failure in performance caused by events beyond reasonable control, including internet or platform outages, social media or ad network downtime, power failures, government restrictions, natural disasters, or civil unrest. Timelines shall be reasonably extended where such events materially affect performance.
19. Electronic Signatures
This Agreement may be executed electronically. The parties agree that electronic signatures and electronically generated records have the same legal effect as handwritten signatures to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) where applicable.