ROI MINDS Media Buying Service Agreement

1. Agreement:
   1. 1.1  Whereas ROI MINDS Pvt Ltd will perform a myriad of services (See Sec. 2) designed to assist in revenue growth for the Client.
   2. 1.2  Whereas the Client will compensate ROI MINDS Pvt Ltd for said services by paying a monthly fee (See Sec. 3) due on the first day of each thirty (30) day period, and a commission, due on the last day of each thirty (30) day period.
   3. 1.3  Whereas this agreement is binding for a period of thirty (30) days, and will continue in thirty (30) day increments thereafter, until either party terminates the agreement, as per section 4.
2. Terms:

1. 2.1  Duration:
   1. 2.1.1  ROI MINDS Pvt Ltd will render services to the Client for an initial period of thirty (30) days beginning on the signed date.
   2. 2.1.2  Once the initial thirty (30) days have transpired, the two parties may extend the existing agreement in thirty (30) day increments, until either party terminates the agreement, as per section 4.
2. 2.2  Services:
   1. 2.2.1  ROI MINDS Pvt Ltd will attempt to grow the Client’s revenue by implementing a myriad of Digital Marketing services and strategies, as he sees fit. This includes, but not limited to Google Ads, Facebook Ads, SEO, SMO, and strategic business consulting.
   2. 2.2.2  ROI MINDS Pvt Ltd will meet with the client at the conclusion of each 30 day period (by phone, or online, or by email) to discuss the campaign’s progress and discuss strategy for the upcoming period. ROI MINDS Pvt Ltd will provide weekly progress reports and a call can be scheduled with the team.

3. Compensation:

3. 2.2.3  The Client can’t hold the monthly fees no matter the ads campaign is paused or live beside the end of contract. He/She can pause the campaign at any time and resume anytime. The campaign management fee holds the client’s spot in ROI MINDS Pvt Ltd client roster.
4. 2.2.4  ROI MINDS Pvt Ltd does not give warranty or guarantee of any specific level of performance or results. Example of results obtained for other clients of ROI MINDS Pvt Ltd may be used as a marketing tool and shown to the client for demonstrative purposes only, and should not be construed by Client as indicating any promised results.

ROI MINDS Pvt Ltd will provide the above services for the Client for a base monthly fee.

2. 3.2  Commission (if any) is calculated based on the Advertising budget managed, as displayed in the Google ads.
3. 3.3  Payment of the monthly retainer fee will be due on the first day of each thirty (30) day period, commencing from the signing date. Adspend commission balance is to be paid at the end of the 30 day period.
4. 3.4  Payment is processed by Invoice, Paypal, Transferwise, Bank Wire, or any payment gateway.

4. Cancellation of Service

1. 4.1  The Client may cancel the service agreement by providing fifteen (15) business days’ notice clearly in writing (by email).
2. 4.2  Client won’t be charged for these 15 days’ notice. They will be managing the campaigns themselves.
3. 4.3  ROI MINDS Pvt Ltd reserves the right to terminate this agreement at any time. ROI MINDS Pvt Ltd will continue to provide services until the end of the thirty (30) day period.
4. 4.4  The Client agrees that if they wish to terminate the contract, they will be unable to re-commence the working relationship on the current payment structure in their new contract. New price structure of ROI MINDS Pvt Ltd will be applicable while starting a new contract or as per mutual discussion.

5. Liability Waiver:

5.1 Establishing a digital presence and initiating a two-way flow of communication between the Client and the public can have unintended consequences on the Client’s reputation. Should this occur, the Client waives its right to hold ROI MINDS Pvt Ltd responsible for any damage and/or liability that may arise from ROI MINDS Pvt Ltd actions on behalf of the Client.

6. Service Interruption:

6.1 ROI MINDS Pvt Ltd shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, laws, proclamations, edits, ordinances or regulations, platform service interruptions, or other circumstances beyond reasonable control. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.

7. Suspension of Ad Accounts

7.1 It is possible that Google/Facebook may terminate Client’s advertising account due to noncompliance, whether due to a change in Google’s terms and conditions or due to use of or activity associated with Client’s advertising account, by Client or at Client’s direction, that is noncompliant with Google’s terms and conditions. Client understands that Google by their terms of service can arbitrarily terminate an ads account without giving a specific reason. Client agrees to hold ROI MINDS Pvt Ltd harmless in the event of Client’s ad account being terminated.

In the event this happens, Client agrees to attempt to re-activate the account or to set up a new Google advertising account, to allow ROI MINDS Pvt Ltd to continue its work under this Agreement, and ROI MINDS Pvt Ltd agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, but ROI MINDS Pvt Ltd provides no guarantees that such efforts will be successful. If Client is not able to get its Google advertising account reactivated or a new account set up, or chooses not to do so, Client indemnifies ROI MINDS Pvt Ltd and holds ROI MINDS Pvt Ltd harmless for any losses Client may suffer as a result.

8. Handling of Disputes

8.1 The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to ROI MINDS Pvt Ltd, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels payments (or files a chargeback) outlined in this Agreement, this Agreement is immediately terminated, and ROI MINDS Pvt Ltd reserves the right to dispute

such cancelation and pursue Client for monies owed to ROI MINDS Pvt Ltd for services already performed but unpaid by Client due to such payment cancelation. Client agrees that, regardless of whether Client is ultimately successful in any payment dispute, it is liable to pay ROI MINDS Pvt Ltd for the services up until the end of the thirty (30) day period. If Client does not pay ROI MINDS Pvt Ltd within 30 days, ROI MINDS Pvt Ltd reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any payment dispute. Additionally, if ROI MINDS Pvt Ltd is successful in any payment cancelation dispute, ROI MINDS Pvt Ltd reserves the right to pursue Client for the costs ROI MINDS Pvt Ltd had incurred in disputing or defending such payment cancelation, including but not limited to the lost business profits in the form of time ROI MINDS Pvt Ltd and its representatives spent handling such dispute, at ROI MINDS Pvt LTD’s hourly rate of $200 per hour.

9. Amendments & Addendums:

9.1 This contract is to be considered complete and final.

ROI Minds acknowledges its responsibility, both during and after the term of its

appointment, to use all reasonable efforts to preserve the confidentiality of any

proprietary or confidential information or data developed by ROI Minds on behalf

of Client.