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Consulting Agreement

Adsum Partners, LLC provides consulting services for varying needs of for-profit and nonprofit businesses. This Agreement covers:

  • Retainer Services, which are Subscription-based Services, that entitle a client to a specific amount of consulting support each month;
  • Bucket of Hour Services, which is a discrete prepaid amount of time a client may draw down on for ad hoc consulting needs;
  • And Ad Hoc Consulting, which allows a client to pay for Consulting Services ad hoc, or as they go.

By paying each invoice, the Client has accepted the Retainer, Bucket of Hours, and Ad Hoc Consulting Services Agreement, which governs the use of our consulting services, and supersedes any other mutually signed Consulting Agreement between the parties. As used in this Agreement, “our service” or “the service” means the service provided by Adsum Partners, LLC for Retainer Services, Bucket of Hour Services, and/or Ad Hoc Consulting Services. Tactical Marketing or Sales Services are governed by the Subscription Services Agreement. References to ‘Client’ in this Agreement indicates the entity and individual whose payment method is charged.

THE CLIENT AGREES TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 10 TO RESOLVE ANY DISPUTES WITH ADSUM PARTNERS, LLC.

Subscription-based Service(s): If applicable, the Client’s Subscription-based Service(s) will continue and automatically renew monthly until terminated. To use the Subscription-based Service(s) the Client must provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through the account with a third party. The Client must cancel its Subscription-based Service(s) before it renews in order to avoid billing of the Subscription-based Service(s) fees for the next billing cycle to the Payment Method (see “Cancellation” below). Pricing and monthly hour allocation will be mutually agreed upon and denoted on the Client’s invoice and subsequent monthly receipts. Invoice payment will be considered acceptance of hours and pricing. Any unused monthly allocated hours are forfeited unless a one-off modification is approved in writing by an appropriate member of Adsum Partners, LLC.

Bucket of Hours. If applicable, the Client’s Bucket of Hours Service(s) will be paid upfront. Hour allocation and price will be mutually agreed upon and denoted in the Client’s invoice and subsequent receipt. Invoice payment will be considered acceptance of hours and pricing. All time is consumed through real consumption of time not via increments. Bucket of Hour Services are non-refundable. Any unused hours are forfeited after a period of 12 months without engagement. To use the Bucket of Hour Service(s) the Client must provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through the account with a third party. The Client may extend or add hours to its Bucket of Hours at any time.

Ad Hoc Consulting Service(s). If applicable, the Client’s Ad Hoc Consulting Service(s) will be consumed in real time and actual consumption will auto-bill weekly on the first business day of the week. To use Ad Hoc Consulting Service(s) the Client must provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through the account with a third party. All Ad Hoc Services are billed at current Standard Hourly Rates for the Client’s designated consultant. “Standard Hourly Rates” means the then current max bill rate for the consultant’s role. For clarification on current Standard Hourly Rates, please reach out to Sales@Adsum-Partners.com.

Relationship of the Parties. This Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the Parties for any purpose. Adsum Partners, LLC will have no authority (and shall not hold itself out as having authority) to bind the Client and shall not make any agreements or representations on the Client’s behalf without the Clients prior written consent. The Client, its employees, and its representatives remain the sole decision maker(s) for the Client’s needs.

Confidentiality.

  1. The Parties acknowledge that they will have access to information that is treated as confidential and proprietary including without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, or operations of the Company, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that the Parties access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. The Parties agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the other in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services.
  2. Confidential Information shall not include information that:
    1. is or becomes generally available to the public other than through breach of this Agreement; or
    2. is communicated by a third party that had no confidentiality obligations with respect to such information.
  3. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

Promotional Offers. We may from time to time offer special promotional offers (“Offers”). Offer eligibility is determined by Adsum Partners, LLC at its sole discretion and we reserve the right to revoke an Offer and put the Client’s account on hold in the event that we determine it is not eligible.

Billing and Cancellation

  1. ​Billing Cycle: The monthly fee for Subscription Service(s) and any other charges for services covered by this Agreement the Client may incur in connection with the use of the service(s), will be charged to the Client’s Payment Method on the specific payment date indicated on the invoice or as designated in this Agreement. All fees are fully earned upon payment. In some cases the payment date may change, for example if the Payment Method has not successfully settled, when the Client changes its subscription plan or if the paid Subscription Service(s) began on a day not contained in a given month. We will authorize the Client’s Payment Method in anticipation of service(s) or service-related charges through various methods, including authorizing it up to approximately one month of service(s) as soon as the Client registers.
  2. Payment Methods: To use the Adsum Partners, LLC service(s) the Client must provide one or more Payment Methods. The Client authorizes us to charge any Payment Method associated to its account in case the primary Payment Method is declined or no longer available to us for payment of the service(s) fee(s). The Client remains responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and the Client does not cancel its account, we will suspend access to the service(s) until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge the Client certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Check with the Payment Method service provider for details.
  3. Updating Payment Methods: The Client can update its Payment Methods with each Invoice. We may also update the Client’s Payment Methods using information provided by the Client or the payment service providers. The Client may also contact Sales@Adsum-Partners.com if it needs assistance with updating payment methods. Following any update, the Client authorizes us to continue to charge the applicable Payment Method(s).
  4. Cancellation of Subscription Services: The Client may cancel its Subscription Service(s) at any time, and it will continue to have access to the service(s) through the end of the billing period. To cancel, email, Sales@Adsum-Partners.com or your consultant directly. If the Client cancels its service(s), the account will automatically close at the end of the current billing period.
  5. Changes to the Price and Subscription Plans: We may change our Subscription Service(s) and the price of our service(s) from time to time; however, any price changes or changes to the Client’s then current Subscription Service(s) will apply no earlier than 30 days following notice to the Client. If the Client does not wish to accept the price change or change to Subscription Service(s), it may cancel its subscription before the change takes effect.
  6. No Refunds: Payments are nonrefundable and there are no refunds or credits for partially used service(s) of any kind. Following any cancellation of Subscription Services, however, the Client will continue to have access to the service(s) through the end of the current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our clients (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle the Client to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
  7. Taxes: All fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on such amounts. Adsum Partners LLC shall be responsible for any taxes imposed on, or with respect to its income, revenues, gross receipts, personnel, or real or personal property, or other assets.
  8. Late Payments: In the unusual circumstances in which Client has defaulted on payment and services are still ongoing, the Client shall pay interest on all late payments, which payment shall be considered late 5 days past renewal date, calculated daily and compounded monthly at the lesser of the rate of 10% per month or the highest rate permissible under applicable law. Client shall also reimburse Adsum Partners LLC for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

Disclaimers of Warranties and Limitations on Liability

  1. THE ADSUM PARTNERS, LLC SERVICE(S) AND ALL CONTENT ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE(S), ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ADSUM PARTNERS, LLC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE USE OF THE SERVICE(S) WILL BE ERROR-FREE.
  2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL ADSUM PARTNERS, LLC, OR ITS OFFICERS, EMPLOYEES, CONTRACTORS, OR VENDORS BE LIABLE (JOINTLY OR SEVERALLY) TO THE CLIENT FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
  3. IN NO EVENT WILL ADSUM PARTNERS LLC BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO THE CLIENT.

Indemnification:
The Client shall defend, indemnify, and hold harmless Adsum Partners, LLC. from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:

  1. bodily injury, death of any person, or damage to real or tangible personal property resulting from the Client’s acts or omissions; or
  2. the Client’s breach of any representation, warranty, or obligation under this Agreement.

Arbitration Agreement

  1. The Client and Adsum Partners, LLC agree that any dispute, claim or controversy arising out of or relating in any way to the service(s), this Agreement, and this Arbitration Agreement, shall be determined by binding arbitration. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the Client and Adsum Partners, LLC are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of the Client’s Service(s).
  2. If the Client elects to seek arbitration, the Client must first send to Adsum Partners, LLC, by certified mail, a written Notice of the claim (“Notice”). The Notice to Adsum Partners, LLC must be addressed to: Adsum Partners, LLC, 172 Newbury St, 5th Floor, Boston, MA, 02116 (“Notice Address”). If Adsum Partners, LLC initiates arbitration, it will send a written Notice to the email address used for the Client’s service(s). A Notice, whether sent by the Client or by Adsum Partners, LLC, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Adsum Partners, LLC and the Client do not reach an agreement to resolve the claim within 30 days after the Notice is received, the Client or Adsum Partners, LLC may commence an arbitration proceeding.
  3. The arbitration will be governed by the Consumer Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Adsum Partners, LLC and the Client agree otherwise, any arbitration hearings will take place in Boston, MA, Suffolk County. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law.
  4. If the claim is for US$10,000 or less, we agree that the Client may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
  5. THE CLIENT AND ADSUM PARTNERS, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both the Client and Adsum Partners, LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims with the Client’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Miscellaneous

  1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that the Client may be entitled to under the mandatory laws of its state.
  2. Feedback. Adsum Partners, LLC is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication the Client may send to us (“Feedback”), including responses to questionnaires, worldwide and in perpetuity without further compensation, acknowledgement or payment to the Client for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the service(s). In addition, the Client agrees not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.
  3. Customer Support. To find more information about our service(s) and its features, or if assistance is needed, please email Sales@Adsum-Partners.com. Support is available Monday-Friday from 9 AM to 6 PM Eastern Standard Time. Please allow up to 24 hours for a response. Support requests made on a holiday, a weekend, or a Friday may not be addressed until the following business day.
  4. Survival. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
  5. Changes to Terms of Use and Assignment. Adsum Partners, LLC may, from time to time, change this Agreement. Such revisions shall be effective immediately; provided however, for existing subscribers, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreements to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable service(s).
  6. Communication Preferences. We will send the Client information relating to its account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to the email address provided during registration. The Client agrees that any notices, agreements, disclosures or other communications that we send electronically will satisfy any legal communication requirements, including that such communications be in writing.

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