lps-agreement-nash

DIGITAL MARKETING SERVICES CONTRACT

This Service Agreement (the “Agreement”) is entered into by and between Choice Digital Media, located at PO BOX 5079 N. Dixie Hwy, 187 – Fort Lauderdale, Florida 33334, phone (954) 618-9013, email info@choicedigitalmedia.net (the “Provider”), and ____________________________________________________, located at ____________________________________________________ (the “Client”). The Provider will provide digital marketing services to the Client in accordance with the terms set forth herein.

(Digital marketing services are defined as: Graphics creation and video editing. Social media posts: feed and Reels, Planning, scheduling, and posting via platform. Website maintenance, backups, bug fixes, and updates. Ecommerce maintenance: products, descriptions. Web server configurations, domains, hosting, and firewalls. Creatives: Create graphics, flyers, posts, business cards, and banners. Reports: Monthly ad spend reports will be provided around the 15^th of each month.)

1. Effective Date; Term; Renewal:

Effective Date; Term; Renewal. This Agreement will take effect on January 1, 2026 (the “Effective Date”) and will remain in force for an initial term of twelve (12) months. Thereafter, it will automatically renew for successive twelve (12)-month terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

2. Services Description for Paid Ads

Google AdWords (PPC)

1. Paid Search (Google Ads). Provider will plan, create, launch, monitor, and optimize up to three (3) Google Ads pay‑per‑click (PPC). Provider will select and adjust keywords, match types, negatives, ad copy, bidding strategies, budgets, and related settings based on industry factors, search demand, and Provider’s professional judgment to achieve the best performance reasonably attainable.

1. Client is responsible for all media spend paid to Google. Any increase in the number of campaigns may result in additional fees. For any budget below $5,000 per month, up to three (3) ad campaigns are more than enough.

Social Media Ads (Meta) Facebook and Instagram

1. Social Media Ads. For social media ads, Provider will create, run, and monitor up to three (3) campaigns, including brand awareness, specific audience targeting, and retargeting. Because social media ads require creatives (pictures and videos), Provider will supply the creative labor, including video editing and photo editing. However, the actual raw content (pictures and videos) must be provided by Client. If client chooses to approve content prior publishing that can be perfectly accommodated, but bear in mind that this process may retard the on-going process.

Email Marketing (Paid Service)

1. Provider will use Client’s Mailchimp account to create and send announcement emails about current deals, new services, and events as part of the overall marketing strategy. Provider will connect and synchronize Client’s ecommerce website with Mailchimp so that customer and subscriber data flows to Mailchimp through purchases or subscriptions. Provider will create and schedule email campaigns as needed, considering current email frequency and volume. This service does not guarantee sales and is intended to act as an additional reminder layer for Client’s current promotions.

• Ad’s Billing Responsibility

Ad Platform Billing and Payment Methods. Provider is not responsible for monitoring or managing Client’s credit cards, billing settings, or payments on any advertising or marketing platforms (e.g., Google, Meta, Mailchimp, or similar). Client is solely responsible for maintaining current, valid payment methods with sufficient funds and for resolving any billing issues, holds, or declines. Provider’s scope is limited to monitoring and optimizing campaign performance, not billing. As a courtesy, if Provider becomes aware of a billing issue, Provider will notify Client; however, billing problems may occur at any time (including early mornings, weekends, or holidays) and outside Provider’s monitoring schedule. Provider shall have no liability for any campaign pauses, delivery interruptions, account flags, or losses arising from Client’s billing or payment failures.

3. Service Description for Social Postings – Organic Services.

1. Social Media — Provider shall publish weekly organic posts on Client’s designated social media pages, consisting of a mix of short‑form video (e.g., Reels) and static feed posts, as determined by Provider in its professional judgment. Provider shall supply the creative labor for post‑production editing of photos and videos. Client will provide all raw content materials such as photos and videos (Client simply collect photos and videos of the services carried out each day).

1. Basic Posting Strategy. Provider will edit and post Client’s activities, promotions, and events on Client’s social pages, based on materials that Client and its franchise(s) provide daily. This is a basic strategy to keep the social pages active so new visitors can see the page and understand that Client is an active business. Provider will be as creative as possible using the raw materials (photos and videos) provided by Client. The monthly service price under this Contract does not include any on‑site video or photo production per Provider.

1. Social Media — Organic Growth Expectations. Clients acknowledge that organic social media growth is challenging and inherently uncertain. Significant growth may require either: (a) paid advertising to build brand awareness (not included in this Agreement and subject to separate fees), or (b) substantial, ongoing time and effort by the account owner to appear regularly with new personal video content (e.g., selfie videos sharing business, product, or service insights), effectively becoming the face of the account. Such personal content creation must be performed by Client or by a social media influencer engaged by Client.

1. It’s important to note that social media channels favor those who want to be social; Being social means showing yourself on camera, posting regularly to your stories or reels from your own phone, and using raw videos without editing or production. This type of content is called organic and has a much higher chance of going viral. Paying for ads will only reach where the money behind the ad can support. Paid content does not go viral, organic content goes viral.

1. Provider does not guarantee any specific growth, reach, engagement, or results from organic posting. Paid advertising, influencer sourcing/management, and on‑camera talent or personal content creation are not included in this Agreement.

1. CREATIVES: The Provider shall furnish labor for editing, formatting, and post-production of photographs and videos as reasonably required. The Provider shall not be obligated to perform on-site filming or photography, nor to create raw footage. The Client shall supply all raw materials, including photographs and videos, pertaining to services and activities performed. All creatives shall be prepared to conform to the Franchise Branding Standards and shall be posted or utilized only upon Franchise approval if such approval is required by the Franchise. Such creatives may be used across all Franchisees when necessary.

4. Social Media Profile and Google Business Profiles Settings and Messages

1. Provider may create and initially configure Client’s Google Business Profile and social media profiles for best practices. Provider is not responsible for ongoing profile management, including updates to addresses, phone numbers, business hours, contact emails, services/menus, review responses, social engagement, or responding to chats/messages.

1. Access and Daily Engagement. Client shall request access to its Google Business Profile and social media profiles created or configured under this Agreement. Client is solely responsible for creating and maintaining daily engagement with page visitors, including posting daily activities, responding to comments/reviews/messages, and keeping business information current. Provider is not responsible for these ongoing activities unless otherwise agreed in writing.

5. On-Site SEO (Searching engine optimization)

Provider will perform on‑site search engine optimization to help optimize Client’s website pages and product pages to align with Google’s search criteria, with the goal of improving eligibility to appear in Google’s organic (free) search results. Services may include technical and on‑page optimizations such as metadata and header updates, internal linking, image alt text, structured data/schema markup, indexation settings (e.g., robots.txt, sitemaps, canonicals), page speed recommendations, and content/keyword placement recommendations. Client acknowledges that on‑site SEO does not guarantee any specific placement, ranking, or appearance on the first page of Google’s free listings. Google uses hundreds of ranking factors, and results depend on variables outside Provider’s control, including algorithm updates, market demand, the quality and domain authority of competitors, and the availability and quality of Client’s content and website.

6. Provider’s Intellectual Property

As part of the Services, Provider may create, configure, and deploy advertising and analytics implementation assets, including without limitation ad accounts, pixels, tags, tag‑manager containers, conversion events, custom tracking scripts, audiences, and related configurations (collectively, Tracking Assets). All Tracking Assets, together with any associated configurations, methodologies, and know‑how, are and will remain the sole property and confidential information of Provider. Provider is under no obligation to share, transfer, or grant administrative access to any Tracking Assets to Client or any third party, and Provider may remove, disable, or discontinue use of the Tracking Assets at any time upon termination or expiration of this Agreement. However, cliente is free to create third party tracking codes of their own and make requests to be installed into their website for their own analysis. However, the Client may independently create and use third-party tracking codes and may request that such codes be installed on the Client’s website for the Client’s own analytical and reporting purposes.

7. Website Maintenance Services.

1. a) Scope. Provider will perform on‑site website maintenance, including: (i) fixing bugs and issues affecting WordPress and WooCommerce site functionality or loading; (ii) creating new products and events within the existing CMS/ecommerce framework; and (iii) updating page descriptions and similar on‑site content.

1. b) Plugins/Apps. This service does not include purchasing or providing any third‑party apps, plugins, themes, or licenses. If such items are required, Client will purchase them at its own expense. Provider will install/configure Client‑purchased items if within scope of the existing site and compatible with the current stack.

1. c) Backups. Provider will perform backups to the hosting server environment only (no offsite or third‑party backup storage). While backups reduce risk, they do not guarantee against data loss. In the event a restoration is required and is successful, the site will be restored to the state of the most recent available backup, and any data created after that backup may be lost.

1. d) Exclusions. The following are not included: (i) off‑site backups or disaster recovery; (ii) malware/virus remediation; (iii) hosting provider issues (e.g., GoDaddy server bugs, outages, or glitches); (iv) email server issues, deliverability problems, or non‑deliverable emails; (v) platform/core updates that require re‑engineering or custom development; and (vi) any issues caused by third‑party vendors, services, or platforms outside Provider’s control. Such third‑party issues will be resolved by those providers on their own timelines.

1. e) No Guarantees. Provider does not warrant uninterrupted operation, freedom from vulnerabilities, or prevention of data breaches. Performance depends on factors outside Provider’s control, including hosting reliability, third‑party software, and Client changes. Provider will notifies client of outages and assists in coordination with hosting vendor during regular business hours.

1. g) Additional Work. Tasks outside this Scope will require Client’s prior written approval and may be billed at Provider’s then‑current rates or via a separate change order.

1. Either party may terminate this Agreement upon sixty (60) days’ prior written notice. The Agreement has a twelve (12)‑month term and renews automatically for successive twelve (12)‑month terms unless timely non‑ If Client gives a termination notice at any time before the end of the then‑current term, Client shall pay, as a penalty and agreed early termination fee, an amount equal to three monthly recurring fees that would have become due from the date of Client’s termination notice through the contract anniversary date, which amount is due and payable immediately upon the termination notice date. Services may be paused during the notice period, but fees continue to accrue. Client remains responsible for all third‑party costs (e.g., media spend) through the effective termination date. A non‑renewal notice must also be delivered at least sixty (60) days before the end of the then‑current term to avoid automatic renewal.

1. If the client decides not to work with the provider anymore, the client will hire a different marketing company and will need to start fresh with them. The provider will release access to the ad accounts, if authorized by franchisor and will share the conversion data via Google Analytics. 

9.  
10. Services being offered – Industry comparison.

Industry Benchmark Pricing (for reference only).

   – Search (Paid Ads) campaign creation and monitoring: $699/month

   – Social media (Paid Ads) campaign creation and monitoring: $599/month

   – On‑Site SEO: $499/month

   – Email Marketing: $499/month

   – Website Maintenance, Backups, and Updates: $250/month

   – Social Media Content Editing (videos/photos) and Posting: $550/month

These benchmark figures are provided for informational purposes only.

In consideration of Client’s valued status and Provider’s relationship with Little Princess Spa, Provider will deliver all services listed in this Agreement for a single bundled fee:

For the sum of Seven Hundred U.S. Dollars ($700) per month during the first Term of the Agreement (i.e., the initial twelve (12)‑month term).

Upon renewal, pricing will revert to Provider’s then‑current standard rates or such other rates as the parties may agree in writing at least sixty (60) days prior to the renewal date.

10. Economic Considerations—Affordability, Collective Portfolio, and Data-Driven Performance

1. Our ability to offer these services at an affordable price is driven by servicing a collective portfolio of Little Princess Spa accounts. This scale allows us to optimize efficiency and reduce costs.

1. As a result, clients benefit not only from the favorable pricing but also from data insights and performance learnings that are shared across the ad accounts in the collective. These insights are utilized to enhance overall performance.

1. The Services shall allow for the reuse and distribution of creative content across the entire franchise network to ensure uniform branding and messaging across all accounts and platforms.

11. Fees; Billing; Auto‑Pay Authorization.

1. Due Date. Monthly service fees are due on the 5th day of each month and will be charged automatically.
2. Payment Method. Client authorizes Provider to auto‑charge the payment method on file. Accepted methods: (i) debit card (no processing fee), or (ii) credit card (a processing fee of three percent (3%) will be added).
3. Non‑Sufficient Funds (NSF) Fee. A thirty‑five-dollar ($35) NSF/declined payment fee will be applied to each unsuccessful charge attempt.
4. Delinquency; Suspension. If payment has not been successfully received by the 15th of the month, all Services and paid advertisements will be paused immediately on the 15th and will remain paused until all past‑due amounts (including the 3% credit card fee, if applicable, and any NSF fees) are paid in full.
5. Client Obligations. Client shall maintain a current, valid payment method with sufficient funds and promptly provide an alternative method if a charge is declined.

12. Confidentiality & Non-Solicitation Clauses

Provider shall keep all business and customer information confidential and shall not solicit or offer competing services to any Little Princess Spa® franchisee without written approval from the Franchisor.

13. Dispute Resolution / Jurisdiction

This Agreement shall be governed by the laws of the State of Florida, and any dispute shall be resolved in Broward County, FL.

14. IMPORTANT NOTES:

    New Client Launch; Learning Period; Budget Commitments.

1. a) New Accounts. If Client is a new customer starting new campaigns from the ground up (i.e., not a renewal), campaigns, pixels, and any new website/domain will start from scratch with no historical data.

1. b) Learning Period (First Six Months). Client acknowledges that the first six (6) months are a learning and optimization period during which Provider will: (i) test multiple ad formats, audiences, keywords, and bidding strategies; (ii) pace and, where appropriate, fully utilize the approved monthly media budget; and (iii) collect sufficient data to improve performance over time. Performance during this period may be variable and may not reflect final or optimal results.

1. c) Budget Utilization. Client authorizes Provider to spend up to the full approved monthly media budget during the Learning Period to acquire data and optimize. Underspending during this period may delay optimization and reduce long‑term performance.

1. d) No Guarantees; Time to Results. Provider does not guarantee specific results, conversion volumes, costs per acquisition, rankings, or timelines. The speed and extent of improvement depend on factors outside Provider’s control, including platform algorithms, competition, seasonality, website/checkout quality, tracking accuracy, and Client’s product/offer.

1. e) Continuous Funding and Payments to the ad platforms. Client shall maintain uninterrupted, valid payment methods and sufficient funds on all advertising and marketing platforms. Credit card failures, holds, or budget pauses can interrupt delivery, prolong the Learning Period, degrade performance, and may cause platform account flags. Client is solely responsible for these payment matters.

1. f) Client Cooperation. Client will avoid unnecessary campaign pauses, provide timely approvals and assets, and notify Provider in advance of material changes (e.g., pricing, inventory, promos, hours). Delays or changes may impact performance and timelines.

1. g) Platform Policies. Campaigns are subject to each platform’s policies and review processes, which may limit or delay delivery. Provider is not liable for such platform actions.

(Provider) Choice Digital Media / Cassio Silva