Terms and Conditions of Advertising Placement Agreement

This contract is for advertising services made between a “Client” and Yellopost Inc. (d.b.a. Yellopost Business Advertising Services) (Agency) an advertising agency existing under the laws of the state of Nevada.

SECTION ONE
Appointment of Agency
“Client” hires “Agency”, and agency agrees to serve as the advertising agency of record for client in connection with the placement of “client’s” advertising, marketing or other services as provided in this agreement.

Yellopost will assist in the placement of advertising media buys, such as but not limited to, Social Media, Search and Online Targeted Display. In addition, there could be additional services, such as but not limited to, design creation, website creation, TV, Radio, Print media buy placement. All advertising and design services are based upon requests from the Client.

SECTION TWO
Exclusivity and Confidentiality
Agency agrees to serve as the advertising agency of record for the client in an exclusive capacity for said Client. The agency understands that by having access to a business’s social media and Google accounts, the agency may have access to personal and other business acquaintances and information. The agency agrees not to keep, access or engage in any unrelated activities.

SECTION THREE
Agency Independent Contractor
Agency shall act at all times during the term of this agreement as an independent contractor. Nothing contained in this contract shall be construed to create the relation of principal and agent or employer/employee, between Client and Agency.

SECTION FOUR

Fees and Service

1. Agency market research, consumer investigations and trade investigation made for the purpose of assisting agency in planning advertising for client shall be made and provided at Agency’s expense.
2. Any specific Client requested investigations and research may be made pursuant to this agreement to secure information for client’s own private use, shall be paid for by Client. Such fees would be pre-approved by the Client.
3. The Agency may handle various types of advertising and media buys “In-House” such as social media management, search engine marketing (i.e., Google AdWords) website design, SEO, etc. In-House services will be direct billed. Payment is made directly to the Agency on or before the first of each month of advertising services. Or payment is made directly to the media product provider.
   • Example: Yellopost may handle your Yellopost page advertising on your behalf. However, you would still be billed from the Yellopost page company.
4. Non-commissionable items purchased by Agency on Client’s request, such as finished art, comprehensive layouts, type composition, talent, photo-shoots, engravings, printing type setting, preparation of mechanical and television programs, literary, dramatic and records-exhibits, shall be billed to Client. Specific costs of any service shall be pre-approved by the Client.
5. Should Client desire Agency to perform special services involving no commissions to Agency from the owners of the media, such as direct mail advertising, speech writing and PR work. The Agency and Client shall, before such services are performed, mutually agree in writing on Agency’s compensation prior to the start of any project.

SECTION FIVE
Invoicing and Payment
Invoicing for services shall be sent to Client by the 20th day of previous month in which any such services are performed, and shall be due and payable in full on or before the 1st of the month of service. The Client agrees to pay in full for all agreed-to advertising. Payment is paid via credit/debit card and is auto paid on the 1st of each month, unless other arrangements for made. The invoicing and performance will be delivered electronically via email to the client’s contact person.

SECTION SIX
Client Approval or Work and Expenditures
Agency shall prepare and submit for Client’s approval on all advertising campaign plans, together with estimates of the costs and expectations. The Client must approve all advertising prior to the Agency placing said advertising. The exception being social media Posting. Social media posting is a weekly activity and requires instant advertising copy. The social media posting copy will adhere to the Client’s guidelines and campaign plan. The plan will be reviewed and adjusted frequently. The Client does have access to see all postings. Furthermore, the Agency will not use profanity, nudity or anything deemed offensive or anything that could be potentially damaging to the Client or the Client’s image.

Agency shall not, without Clients’ written approval, incur any expenses or enter into any obligations for which Client may be held morally or legally responsible, except in emergency situations where such action is, in Agency’s opinion, necessary to safeguard the Client’s interests.

SECTION SEVEN
Permissions Granted Agency
The Client grants permission to the Agency to use logos, photos, logins, passwords, etc. during the duration of this agreement. The unlimited use of these likenesses and creations are needed in order for the Agency to be effective with the advertising efforts. In the event of the termination of this agreement, the Agency will cease the use of any of the Client’s property.

SECTION EIGHT
Agency not Responsible for Defaults of Others or Performance of Advertising
Agency shall not be liable to Client by reason of defaults of suppliers of materials and services, owners of media or other persons not the agents or employees of Agency. Agency shall make every possible effort to maximize advertising efforts, however the Agency is not held liable to Client for any inability to convert leads, clicks, phone calls, potential customer visits, social performance, etc. Furthermore, the Agency is not liable or responsible for the lack of potential customers of the ineffectiveness of a social media platform.

SECTION NINE
Term of Contract; Termination
The term of this contract shall begin (DATE), and shall continue until terminated by a 30-day written notice by either party to this contract. The contract will be reviewed annually on or close to the anniversary date in order to make any corrections or additions.

SECTION TEN
Rights on Termination
Upon termination of this agreement, all services performed and material prepared by Agency prior to termination of this contract shall be billed to Client, and shall be due and payable by client 7 business days after the date thereof.

Agency shall deliver Client all papers and other materials related to all the work performed under this agreement on termination thereof.
Client shall assume liability for any contracts made by the Agency that cannot be cancelled in accordance with the terms of this contract on Client’s behalf prior to termination.

Client will be given all passwords and login information for pages, websites, etc. that were created by the Agency on behalf of the Client. Any and all pages, websites, videos, graphics, etc. that are provided to the Agency by the Client to manage, edit etc. will transfer back to the Client without charge.The Client WILL NOT be given any search keywords, ad campaigns and other information for advertising campaigns that have been created by Agency.

SECTION ELEVEN
Starting Management Agreement
Both the Client and the Agency agree to have the Agency handle (Social Media Management) which includes the creation, management, engagement and monthly reporting on the top social media websites that are used to grow business, such as Facebook, Twitter, LinkedIn and Google My Business. The social media management program may include paid advertising on these sites. The budget used and sites chosen can vary from time to time and is at the sole discretion of the Agency, unless specifically forbidden by written notice from the Client. Furthermore, increase of social media advertising at the request of the Client may result in an increase in the management fee. Any other advertising add-ons such as Search Advertising or Online Targeted Display Advertising, would also be varied in charges. These services would be quoted upon request from the Client.

Except as specifically set forth in this agreement, all the rights and liabilities of the parties arising out of this contract shall cease on the date of termination of this contract.Yellopost