Services

Demand Curve, Inc. (“Company”)  will train person(s) designated by Student in paid advertising and conversion practices across various online platforms.

Channels and Platforms

Company’s services may include training on the following Channels (“Channels”): (i) Paid Search Engine Marketing, which may consist of, but is not limited to, the Google AdWords, Bing Ads,  Google’s  Display  Network, Yelp, and YouTube advertising platforms, as well as other relevant advertising platforms (“Platforms”); (ii) Paid Social Media Advertising, which consists of the Facebook, Twitter, Pinterest, Quora, reddit, Instagram, and LinkedIn advertising platforms, as well as other relevant advertising platforms (“Platforms”); (iii) Communities and Content Channels, which consists of sponsoring email newsletters, third-party websites, podcasts, and video series; and (v) Lead Generation and Sales Emails. Company and Student shall mutually decide from time to time which Platforms will be the subject of training and consultation. Student may explore and test additional channels.

Advertising Budget

Student agrees to be responsible and liable to the managed Platforms for payments of all costs associated with advertisements created and posted as a byproduct of the training.

Student Obligations.

Student understands and agrees that, to receive the Services, it must comply with the following obligations: (i) Student shall provide Company with access to its advertising accounts for each Platform (including, without limitation, the Student’s Platform login information); (ii) Student shall provide Company with all creative and substantive materials reasonably requested by Company to deliver the Services as directed by Company when delivered in conjunction with Company’s training program; (iii) Student shall maintain its selected Platform accounts in good standing during the course of the engagement (iv) Student’s advertisements shall comply with various Platform terms of use, adhere to their privacy policies, and abide by applicable laws; and (v) notwithstanding any input into ad content provided by Company during the training, Student is solely responsible for the content of its ads, and shall ensure that its advertisements comply with all federal, state, and local statutes, rules, and regulations applicable to Student.

Use of Logo and Results

Student provides Company the right and license to utilize its name, logo and the results achieved from services provided on Company’s website, presentations, or other marketing materials. Results used in such manner will not include any highly confidential Student information.  Company provides Student the right and license to utilize and exploit all or any part of the creative, copywriting, and web development materials that are produced for Student during the engagement. This right and license continues in perpetuity past the length of engagement.

Fees and Payment

In consideration for the Services, Student agrees to pay Company the fees (the “Service Fee”) as agreed upon between Student and Company prior to payment. Payments are to be made via electronic transfer in accordance with instructions to be provided by Company. Company reserves the right to discontinue the Services if Student fails to pay in a timely fashion.

Term and Termination

This Agreement shall commence on the Effective Date specified above and terminate after 180 days, unless terminated earlier in accordance with this Agreement. Company may extend the term at Company’s election (a) for the purpose of providing training materials and resources prior to formal training, (b) if Company opts to extend the formal training program or (c) provide continued resources to Student post-formal training; provided that no extension shall increase the Service Fee without Student’s written consent. Following the expiration of the Term, the parties may agree to extend the Services on a month-to- month basis.

Termination

Company shall have the right to suspend or cancel Services in the event Student fails to pay any amount due in accordance with the terms of the invoice, or for any other reason at its sole discretion.

No Representations or Warranty

Company offers no warranty or guaranty whatsoever with respect to any potential results of Student’s campaigns, including, but not limited to, any warranty or guaranty that the Services will increase traffic and/or sales. Student hereby confirms that Company has not made, and Company does not make, any representations, guarantees, or warranties whatsoever concerning the results of Student’s campaigns. Student agrees that it shall not make, and hereby waives any claims premised upon, any representations made by Company concerning the Services and any results to be obtained thereby.

Confidential Information

For the purposes of this Agreement, “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary; (iii) any training materials provided by Company to Student; and (iv) any forum or internal wiki content hosted by Company, including all posts and comments by staff  and students. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to the engagement shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for in this Agreement.

Exceptions

Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient and through means not known or reasonably expected to be known by Recipient as in violation of any agreement with Discloser; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents  of  Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality.

Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.

Limitation of Liability

Excluding any intentional misconduct by Company, in no event will Company be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever that may arise from the delivery or non-delivery of the Services, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by the other party, even if such party has been advised of the possibility of such damages. Student further recognizes and agrees that Company shall have no responsibility or liability for, and hereby releases Company from: (i) the content of any advertising copy provided by Company; and (ii) any damages resulting the actions or inactions of any consultation provided by Company.

Indemnification

Each party agrees to defend, indemnify, and hold harmless the other party, and each of its affiliates, representatives, shareholders, officers, and employees, from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by any third party and resulting from any breach of the provisions of this Agreement by such party, including: (i) any alleged breach of Section 6; (ii) causing the display or delivery of any advertisement; or (iii) Advertising materials that (A) violate any applicable law, regulation, judicial or administrative action, or the right of a third  party; (B) contain offers that are no longer valid; (C) are deemed offensive to consumers; or (D) are defamatory or obscene. Each party will promptly notify the other of all Claims of which it becomes aware, and will provide reasonable cooperation to the notified party with the defense or settlement  of all Claims, and be entitled to participate at its own expense in the defense of all Claims.

Independent Contractors:

Company is providing the Services as an independent Contractor, and this Agreement does not create an employer/employee relationship, nor does this Agreement create a relationship of joint venturers, partners, associates, or any other relationship between the parties other than that of independent Contractor. Company shall be working from its own office, using its own equipment, and shall have no right to utilize the offices or equipment of Student unless specifically requested. Company agrees to indemnify and hold Student harmless from any liability for, or assessment of, any such taxes imposed on Student by relevant taxing authorities with respect to Company's compensation for services provided to Student.

Miscellaneous.

Necessary Rights

Student represents and warrants that Student has all necessary licenses and clearances to use the content contained in any advertising materials.

Assignment

Neither Student nor Company may resell, assign, or transfer any of its rights or  obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without the other party’s prior written approval will be null and void.

Entire Agreement

This Agreement constitutes the entire agreement of the parties with respect to the subject matter thereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter hereof. This Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.

Governing Law; Amendment

This Agreement will be governed by the laws of the State of California. Company and Student agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the State and Federal Courts located in the State of California, County of San Francisco, and the parties consent to the jurisdiction of such courts. No modification of this Agreement will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.

Notice

Any notice required to be delivered hereunder must be sent electronically, and will be deemed delivered immediately. All notices to Company and Student will be sent to the contact as noted in this Agreement.

Headings

Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.

APPENDIX A

1. In the event of the Agreement’s termination, Company shall bill Student for any unpaid and due fees that accumulate up until the date of the Agreement’s termination.

Demand Curve Inc.
4460 Redwood Hwy, Suite 16-535
San Rafael, California
United States, 94903
Email: info@demandcurve.com‍