(Client) authorizes Mammoth Marketing, LLC (Mammoth) to develop and purchase printed materials, media and other items as deemed necessary to carry out various promotions as the parties from time to time agree upon in writing and memorialize in an addendum which sets forth the terms of the specific promotion and incorporates this Master Agreement by reference. Not with standing the execution of a particular addendum, Mammoth shall only implement programs pursuant to a said addendum after budgets and expenses are previously authorized and approved by Client.

TERM OF AGREEMENT

This Master Agreement shall be effective from the first payment date of a marketing service or written notice of it’s termination by either party.

RELATIONSHIP OF PARTIES

Subject to the terms and conditions of this Master Agreement,

Client authorizes Mammoth to enter into contracts on its behalf with third parties for the purposes of performing the services authorized under this Master Agreement.

CONFIDENTIALITY

Mammoth agrees to hold information provided or otherwise designated confidential by Client in trust and confidence and shall not use such information other than for the benefit of Client and shall not disclose any such information to any person other than Mammoth employees having a compelling need to know. Upon termination of this Master Agreement, Mammoth shall return to Client all written or descriptive materials, which contain any such information.

MARKUPS

A 1.5 markup will be added to postage and other miscellaneous expenses which do not incur agency coordination time and are billed through Mammoth.

MEDIA

1.Agency Commission. Agency commission, as used herein, represents 15% of the gross invoice.

2.Media Costs and Commissions. For advertising run in all media, Mammoth will invoice Client at the card or contract rates for all media allowing the regular 15% agency commission. For media allowing less than 15% agency commission, Mammoth will invoice Client at net plus a markup for agency commission equal to 15% on gross. For digital advertising spends billed from the vendor to the client, commissions do not apply.

3. Services Covered by Commission. Commissions received from media, and commission mark-ups added to the cost of materials, sponsorships and services purchased in connection with media advertising cover the following agency services:

a. Study of Client products and services. 

b. Analysis of Client present and potential markets. 

c. Use Mammoth's knowledge of the available media and means by which can profitably be used to advertise Client products and services.

d. Formulation of an integrated advertising program based upon the analysis of the media described above, which will include:

Order the space, time or other means to be used for advertising. Media cost estimates and copies of media orders will be provided to Client.

Forward ads with proper instructions for the fulfillment of the order, including scheduling and distribution of commercials.

Check and verify insertions, displays, broadcast affidavits of performance or other means used to such degree as is usually performed by agencies.

Audit invoices for space, time, production and service.

e. Provide complete control over expenses in relation to budget.

Mammoth will use its best effort to purchase at the most advantageous rates, terms and conditions available, utilizing Mammoth's in-house media buying department.

Mammoth will allow Client the full benefit for all arrangements and concessions arrived at by agreement between the media and Mammoth whereby merchandising benefits and charges at less than published rates are agreed upon.

Mammoth will request required affidavits or documentation for co-op purposes as required by Client and provide these documents to Client. As a matter of course, Mammoth will provide media spot schedules, original media affidavits, estimates, etc., to Client.

The parties understand and agree that Mammoth shall finance its own services but not the advertising for Client. Mammoth will be liable for payment of media invoices in the event that Client has paid Mammoth for the invoices in question; otherwise, Client shall remain solely liable for the payment of all appropriately acquired media services received.

ACCOUNTING / BILLING / TERMS

A monthly subscription price will be billed automatically once a month on Client's preferred payment card through payment processor, Stripe. If payment is delinquent or invalid Mammoth will contact client for a new form of payment. If automatic payments cannot be reinstituted Mammoth may consider contract voided.

If the broadcast stations or print media require prepayment, a separate invoice will be issued, and payment from Client will be required a minimum of one week in advance of the media placement. Failure to pay will result in the cancellation of the following week’s placement(s).

INDEMNIFICATION

Client shall indemnify Mammoth against any loss which Mammoth may incur as a result of any suits, claims or proceedings brought against Mammoth based upon any advertising or publicity which Mammoth prepared for Client and which Client approved prior to its publication or broadcast, except as otherwise provided for in this Master Agreement.

Mammoth shall be responsible for obtaining all properly executed releases granting Client the right to reproduce or use any copy, photographs and pictures required in connection with the services rendered to Client by Mammoth. Mammoth shall ensure that all such releases obtained are properly executed, currently valid and that all materials are used in accordance with the terms granted by the releases.

Client’s obligation to indemnify Mammoth as set forth in this article does not extend to any loss, liability or expense incurred by Mammoth in connection with the failure of Mammoth to obtain such properly executed releases; provided, however, Client shall obtain similar releases for items provided by Client to Mammoth and shall be solely responsible for claims arising from the improper use of those items, unless Mammoth has notice of the restrictions associated with the approved use and acts inconsistently with said notice. Mammoth shall indemnify Client against any loss, liability or expense Client may incur as the result of any claim, suit, or proceeding which results from the failure of Mammoth to properly perform its obligations under this Master Agreement or any addendum executed hereafter.

AGENCY REVIEW / PERFORMANCE

Mammoth shall provide Client with proofs of all marketing materials for its review and approval. It will be Client’s responsibility to approve the content and format of the proposed media materials and agrees that Mammoth will not be responsible, financially or otherwise, for media materials containing errors which have been approved in advance. 

Furthermore, it is understood and agreed that Mammoth shall take all reasonable steps to protect Client against errors by Mammoth employees or third parties. In the event Mammoth fails in its obligation to do so, and obvious and identifiable errors are contained in approved media materials, such that it impairs the effectiveness of the subject material, Client shall only be obligated for placement costs of the material in question. Production costs will be the responsibility of Mammoth. 

 FAILURE OF THIRD PARTIES TO PERFORM

Mammoth will exercise reasonable efforts to protect Client against loss resulting from the failure of media or other suppliers to perform as agreed to by those parties; however, Mammoth shall not be responsible for the failure of performance of those parties unless such failure to perform is the result of Mammoth or a Mammoth employee’s negligence.

OWNERSHIP OF PROPERTY AND MATERIALS

Client shall own all of the following, once produced in finished form and paid for by Client: Finished copy, photographs, artwork, layouts, concepts, names, logos, trademarks, messages, themes, promotion programs, preliminary outlines, sketches, designs, and any other material related to the preparation of all promotion and advertising, except where photographs or artwork cannot be purchased.

TRANSFER OF PROPERTY AND MATERIALS

Mammoth will make all materials available on the internal Mammoth Marketing file storage available for Client to download and archive for up to one year after termination of agreement. If materials need to be transferred physically, Mammoth may charge a handling fee for shipping data.

JURISDICTION

This contract will be construed, and the legal relations between the parties shall be determined by the laws of the State of Alaska.

TERMINATION

If for any reason either party desires to terminate this Master Agreement, written notice must be given to the other party thirty (30) days in advance of the effective date of termination. Time charges and hard costs incurred prior to any cancellation will be the responsibility of Client.