Marketing Contract

This agreement is made between any client (“Client”) and Melleka Marketing, LLC (“Contractor”).

1. Description of Services

The Contractor shall perform digital marketing tasks, including but not limited to:

• PPC Campaigns

• Email Campaigns

• Website Funnels

• Other services as listed on our Services Page

• Any additional duties deemed necessary by either Client or Contractor for marketing purposes

2. Payment

Payment Terms

• Payment shall be made prior to the completion of services, in monthly installments, until the agreement is terminated.

• Services will be performed according to the subscription level purchased by the Client.

• If the Client fails to pay on time, Melleka Marketing may treat this as a material breach of contract and cancel the agreement or pursue legal remedies.

a) Payment Schedule

• Payments are due at the beginning of each fiscal month.

• Invoices must be paid within one (1) business day.

• Refund Policy:

  • If the Client cancels within 5 days of payment: 75% refund

  • If the Client cancels between 7 and 9 days: 50% refund

  • No refunds will be issued after 9 days

b) Taxes

• The Client is not responsible for any taxes related to the Contractor’s income.

• The Contractor is responsible for all applicable income and payroll taxes, workers’ compensation, and legal obligations.

c) Expense Reimbursement

• The Client shall reimburse the Contractor for all pre-approved, reasonable expenses.

• This includes travel (at $0.56/mile), lodging, and meals incurred during service delivery.

d) Substantiation

• The Contractor shall provide documentation for all reimbursed expenses.

3. Term

This contract may be terminated by either party with written notice. Email notice is acceptable.

4. Work Product Ownership

All work product created by the Contractor in connection with the services shall be the exclusive property of the Client. Upon request, the Contractor will execute documents to confirm the Client’s ownership.

5. Confidentiality

• The Contractor and its agents will not disclose or use proprietary information belonging to the Client for personal benefit.

• This confidentiality obligation survives the termination of the contract.

• A one-time waiver may be granted in writing by the Client for disclosure to a specific third party.

6. Default

A material default includes:

• Failure to make a required payment on time

• Insolvency or bankruptcy

• Seizure or sale of property by creditors or government

• Failure to deliver services on time or as specified

7. Attorneys’ Fees and Collection Costs

If there is a legal dispute, the prevailing party is entitled to reimbursement for all legal costs, including attorney fees and out-of-pocket expenses.

8. Remedies

If a party fails to substantially perform any part of this agreement:

• The other party may issue written notice specifying the default

• The defaulting party has 31 days to cure the issue

• Failure to cure within the specified period may result in automatic termination

9. Force Majeure

Performance is excused if delayed by events beyond either party’s control, including but not limited to:

• Natural disasters

• Epidemics or public health crises

• Civil unrest or war

• Government orders or labor strikes

The excused party must notify the other and use reasonable efforts to resume performance promptly.

10. Dispute Resolution

• Parties will first attempt to resolve disputes through good-faith negotiation.

• If unresolved within 30 days, the matter will be settled by binding arbitration under the American Arbitration Association’s rules.

• The arbitrator’s decision is final.

11. Entire Agreement

This document represents the entire agreement. It supersedes all prior oral or written agreements related to the services.

12. Severability

If any part of this contract is deemed invalid, the remaining provisions will still apply. Invalid terms may be modified to become enforceable.

13. Amendment

Modifications must be made in writing and signed by both parties.

14. Governing Law

This contract shall be governed by the laws of the State of California.

15. Notice

Notices may be delivered in person or sent via certified mail to the address provided, unless otherwise updated in writing.

16. Waiver of Contractual Right

Failure to enforce any term does not waive the right to enforce it later.

17. Attorney’s Fees to Prevailing Party

In any legal action, the prevailing party is entitled to attorney’s fees and costs, including appeals.

18. Construction and Interpretation

This contract shall be interpreted as jointly drafted, and no ambiguity shall be construed against either party.

19. Assignment

Neither party may assign or transfer this contract without prior written consent from the other party, which will not be unreasonably withheld.

20. Liability

• The Contractor shall perform services with professional care and skill.

• Except in cases of gross negligence or willful misconduct, the Contractor’s liability is limited to the total amount paid by the Client under this agreement.

• The Contractor is not liable for indirect or consequential damages, including loss of profits.