Services & Subscription Agreement

The person and/or business (herein referred to as “Client” or “Your” or “You”) agrees to enter into this agreement with KWK Media Productions LLC (herein referred to as “KWK” or “our” or “us” or the “Company”).

The services being provided can be found on this website.

KWK, for good and valuable consideration, agrees to deliver such services to the Client upon the express agreement of Client to the following:

1. Client agrees to pay KWK a non-refundable setup fee and a monthly non-refundable fee in exchange for Company rendering services on behalf of Client. Client is responsible for prepaying for all services rendered. If Client fails to meet their obligation under this Agreement, including payment terms, KWK is not required to render services. This includes the upkeep and time of the Client’s website or other services KWK could be providing.
2. If necessary Client agrees to pay KWK for the purchase cost and ongoing fees charged by third parties and registrar providers to obtain a domain on behalf of the client, if applicable. Client will have and maintain ownership of any domains purchased on their behalf. Client acknowledges that DNS configuration maybe required for KWK to perform Services.
3. Not withstanding the minimum term, this Agreement can be cancelled by the Client at any time by giving at least sixty (60) days written notice. If the Client cancels, notice must be emailed to: billing@kwkstudio.com. Cancellation will be deemed effective upon Company’s receipt of notice. Upon cancellation, the Client will be billed one final payment equal to two months ongoing monthly service fee; Client will then have 60 days to acquire control of any accounts that have been setup on its behalf. Client will be solely responsible for any cost in transferring domains. All applications, features, functionality and support will be available during the 60 day transition period; at the end of the 60 days, all data files, or other information that is stored in the Clients’ account will be permanently deleted. KWK has the right to terminate this agreement at any time.
4. All fees, services, documents, recommendations, and reports herein are confidential.
5. Unless otherwise agreed in writing the minimum term for managed websites is 9 months and will continue on a monthly basis thereafter.
6. The scope of service can expand if agreed to in writing by both parties. An increase in service most likely means an increase in rates.
7. All payment will be made via bank transfer unless otherwise agreed. In the event KWK decides to accept credit card payments a service fee of 3% will be applied.
8. Client shall pay all collection and/or legal fees caused by late payments and legal expenses.

10. KWK shall not be liable for any costs or damages due to delay or non-performance under this Agreement arising out of any cause or event beyond such party’s control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.
11. Client is classified as a small or medium sized business. If for some reason the client receives an abnormally high amount of traffic to their managed website, the parties agree to work in good faith to find a commercially viable option.
12. For the avoidance of doubt, the templates being used by KWK to provide this service are owned by KWK.
13. Additions and modifications to Client’s site are limited to functionality supported by the selected template. If Client wants custom work or additions this may be charge at an additional rate.
14. Client may not and agrees not to, as it relates to content or services provided by KWK: modify or copy materials; use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on Website Operator’s web site; remove any copyright or other proprietary notations from the materials; or transfer the materials to another person or “mirror” the materials on any other server. Upon termination of this relationship and agreement, Client must destroy any downloaded materials in their possession whether in electronic or printed format.
15. We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of KWK’s Services after any such changes shall constitute Client’s consent to such changes.
16. Client acknowledges that they have read this Agreement and agree to all its terms and conditions. By using our Services Client agree to be bound by this Agreement. If Client does not agree to abide by the terms of this Agreement Client must notify KWK. In this case, the Client is not authorized to use or access the services KWK provides.
17. If Client adds additional services at a future point in time, those services will have the terms of this agreement applied to them unless otherwise stated.
18. By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method. In addition, you authorize (or our third party payment processor) to charge your payment method for the total amount of your subscription fees (and applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended until your payment is processed. You must resolve any problem we encounter in order to proceed.You acknowledge that the amount billed may vary due to promotional offers, changes to your subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.
19. After your managed website is built and published and you make the first months payment, KWK is not responsible for providing additional copywriting content for the site. KWK may choose to provide content if additional pages are needed or you can provide content.
20. Notwithstanding other forms of consent you may have given to this agreement, any payment, whether full or partial, to KWK constitute you agreeing fully and irrevocably to the terms of this agreement.

Additional Terms and Conditions

1. It is expressly understood by Client and Company that the results of the efforts and activities of Company cannot be guaranteed; as such, the Company makes no representations or warranties of the success of said efforts and activities.
2. Client agrees not to release or use for their own benefit any trade secrets, confidential information, copywritten material or intellectual property of any kind from the Company, unless compelled by court order. Client expressly agrees that this condition shall survive termination of this Agreement.
3. Company accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories or other web sites (“Third-Party Resources”) that Company may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold Company responsible for any liability or actions taken by Third-Party Resources under this Agreement.
4. Client acknowledges that the nature of many of the Resources Company may employ under this Agreement are competitive in nature. Company cannot and does not guarantee #1 position, consistent positioning, “top 10 positions” or specific placement for any particular keyword, phrase or search term. Client acknowledges that Company’s past performance is not indicate of any future results.
5. Company does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
6. Client acknowledges that SEO and submission to search engines can take an indefinite amount of time for acceptance or inclusion. Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by Company my increase inclusion times.
7. Client acknowledges that any search engine, directory or other resource may block, prevent or otherwise stop accepting submissions for an indefinite period of time. The Company cannot be held responsible for any action or inaction by any third party.
8. Client acknowledges that advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Company shall re-submit resources to the search engine based on the current policies of the search engine in question and whether or not pay inclusion programs are being used.
9. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the website above are owned by the client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company from any liability or suit arising from the use of such elements.
10. Client shall defend, indemnify and hold harmless Company against all liability, loss and expense, including actual attorney’s fees, and expenses, in connection with any claim, demand, action or causes of action asserted against Company, without limiting the generality, for any injury to or death of any person or for loss or damage to any property where such injury, death, loss or damage, however caused, results from or occurs in connection with the performance of any work, services or activities hereunder.
11. This Agreement shall be governed and interpreted in accordance with the laws of Delaware for Clients residing in the United States of America and New South Whales for Clients residing in Australia and New Zealand.
12. Client and Company agree that if the Client has a dispute with the Company that arise with regard to this Agreement or services rendered by the Company, the Client will seek mediation, and, if the parties are unable to reach a resolution, binding arbitration.
13. Severability: Should any portion of this Agreement be found to be invalid or unlawful, the remainder of the Agreement shall continue to be enforceable.
14. Company’s services are not the provision of legal advice. Client retains sole responsibility to determine whether any and all content and marketing concepts are in compliance with any applicable laws and regulation such as, but not limited to privacy laws and state or federal regulations.
15. Client shall not (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Services provided by KWK; (b) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services; (c) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or modify the Services or work product produced from the Services; or (d) disclose any benchmark or performance tests of the Services.
16. THE MAXIMUM LIABILITY OF PROVIDER, ITS DIRECTORS, OFFICERS, PARENT COMPANY, AND AFFILIATES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENTS MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO INCEPTION WEBSITES INC HEREUNDER. IN NO EVENT SHALL PROVIDER, ITS DIRECTORS, OFFICERS, AND AFFILIATES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED UNDER THIS LETTER OF INTENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
17. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
18. Client acknowledges and agrees that KWK reserves the right to perform maintenance and upgrades at any time on any of the services being provided such as, but not limited to servers and websites. When possible KWK will schedule maintenance after business hours.Client acknowledges that services outside of the Managed Website are an additional cost. This includes, but is not limited to, things like logo design, Social Media Advertising or Facebook Ad Management, Off-site SEO, Social Media Management. Where applicable all relevant terms of this agreement will apply to those services.

Additional Information On Services:

• 1. Our Social Media Advertising Services, such as Facebook Ad Management, may include:
  • Creation of Facebook ads including image design and ad copy
  • Creation of a Facebook ad account within KWK’s business manager account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code & Facebook pixel
  • Set-up of specific remarketing lists using data from your Facebook pixel
  • Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Monthly Progress ReportKWK’s Social Media Advertising Services exclude:
  • Creation of a Privacy Policy
  • Setup & management of your Facebook community or Facebook page
  • Responding to your comments and downloading leads on your Facebook advertisements
  • Integration of Facebook with 3rd party platforms and any resulting data loss
  • Change of Strategy Mid-Campaign
  • Standard pricing provided for digital advertising includes one platform, such as Facebook or Google.
  • If Client wants to market on multiple platforms this has an additional cost. The Client is responsible for funding all ad spend. The fees charged by KWK are a management fee and are not applied to the ad spend budget. Standard advertising management fees charged by KWK are for ad spend of up to $2000 per month. If a Client wants to spend more than $2000 per month, the additional ad spend will be charged at a rate of 20%. For example if a client spends $3000 in Facebook ads in a month, they will be charged the standard rate plus an additional $200. Unless otherwise agreed, KWK will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.
  • Client will provide access to your social media accounts or permission for KWK to set up accounts on their behalf.
  • Client acknowledges that KWK cannot and does not guarantee results.
• 2. Social Media Management (SMM) Our Social Media Management services may include:
  • social media review, analysis and strategy development;
  • social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Twitter, LinkedIn or other social media platforms;
  • social media analytics;
  • social media policy.Client will provide access to your social media accounts or permission for us to set up accounts on your behalf. 
• 3. CRM & Automation System

This could include, each at its own price: 

• CRM Portal
• Email Marketing Tool
• Scheduling Tool 
• Chat tool 
• Setup & Configuration

All additional work will billed at an hourly rate of $120/hr unless otherwise agreed in writing by both parties. 

This document was last updated on October 15th, 2020