ORDER FORM
Client: (fills from your signature) · Contact: (fills from your signature) · E-mail: (fills from your signature)
Selected Package: · Add-ons: none · Service Fees: , payable in advance per Section 7 · Billing Option: · Amount Due at Acceptance:
Onboarding Fee: , one time · Initial Service Term: month from kickoff, followed by month-to-month. Address and phone are captured on the onboarding form.
Services: Charm is a Go-To-Market Business Process Outsourcer (GTM BPO) providing No Booty Shaking growth infrastructure and marketing services per the packages selected above: funnel, CRM and automation build in Client's own accounts, advertising creative generation and paid media management on Client's advertising accounts, and software deliverables with ongoing strategic support.
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement") is entered into as of the acceptance date recorded on this page (the "Effective Date"), by and between Charm, registered as Didin Customer Service, LLC ("Charm"), located at 1220 E. Henry St, Tempe, Arizona 85281, and the client identified on the Order Form above ("Client").
1. Services
Charm provides growth infrastructure and marketing services per the packages selected on the Order Form: (a) design, build and configuration of Client's marketing funnel, CRM, automations and integrations in Client's own accounts, delivered as Client's asset; (b) generation of advertising creative from Client-provided copy and management of paid advertising campaigns on Client's advertising accounts, where advertising spend is paid by Client directly to the advertising platforms and is never a Charm fee; and (c) where selected, software deliverables such as the Media Kit Engine, delivered into Client's accounts with code, deployment and access handed over to Client (each, a "Deliverable"). Charm performs the services in a timely and workmanlike manner. Scope changes require written agreement before work begins, and Charm may charge reasonable costs associated with such changes.
2. Charm's Representations and Warranties
Charm has full power and authority to enter this Agreement; performing it violates no other contract; lead sources infringe no third-party rights and promote no prohibited content; and performance complies with applicable law.
3. Client Responsibilities
Client has full power and authority to enter this Agreement; performing it violates no other contract; and contact data Client furnishes has been diligently verified as serviceable and current.
4. Content
All creative campaign assets are created by Charm. Charm may request existing content from Client to leverage in Campaigns. Client grants Charm a limited, non-exclusive, revocable, royalty-free license to use Client's marks solely to perform the services, ending with the Campaign or this Agreement. Client retains all rights in its intellectual property.
5. Placement and Approvals
Before launch, Charm provides materials for review, including advertising creative batches and funnel pages. Client has a 24-hour window to object; silence is approval. Client may review each new advertising creative batch before it goes live, with the same 24-hour window.
6. Term and Termination
The engagement runs an initial term stated on the Order Form (the "Initial Term"), then month-to-month. Fees for the Initial Term are committed at acceptance; neither Party may terminate for convenience during it. Either Party may terminate for material breach uncured within fifteen days of written notice. After the Initial Term, either Party may terminate on thirty days written notice. On termination, Client pays fees accrued through the effective date; if Client terminates for Charm's uncured material breach, prepaid fees for whole unstarted months are refunded.
7. Payment and Invoicing
All fees are payable in advance. The onboarding fee and first monthly period (or the discounted Initial Term fee, where paid-in-full is selected) are due at acceptance and presented for payment on this page through Stripe Checkout. Card and bank details are held by Stripe, never by this page. Subsequent monthly fees are invoiced in advance of each monthly anniversary of kickoff, invoice delivered seven days prior. Paid-in-full reflects the discount stated on the Order Form; the onboarding fee is not discounted. Late amounts incur 1.5 percent per fourteen days past due, and the program pauses seven days after written notice of nonpayment.
8. Data Access
Charm retains access to Client data to perform the services. Client may view and export all Campaign data at its discretion.
9. Confidentiality
Each Party protects the other's Confidential Information with at least commercially reasonable care, uses it only to perform this Agreement, and limits disclosure to those under equivalent obligations. Standard exclusions apply (public information, prior knowledge, independent development, rightful third-party receipt, Campaign materials and metrics). Trade secrets are held indefinitely; other Confidential Information for five years. Legally compelled disclosure requires reasonable prior notice.
10. Non-Compete
Charm shall not use Leads provided by Client for the benefit of competing ventures, during the term and for one year after.
11. Indemnification
Each Party indemnifies the other against losses, including reasonable attorneys' fees, arising from its breach of this Agreement.
12. Governing Law
Arizona law governs; exclusive jurisdiction lies in Arizona courts.
13. Severability
Invalid provisions do not void the remainder; the Parties negotiate replacements in good faith preserving original intent.
14. Successors and Assigns
No assignment without written consent, except to a merger successor, asset purchaser, or commonly controlled entity.
15. Independent Contractors
Charm performs as an independent contractor. No partnership, joint venture, agency, or employment is created.
16. DNC Compliance
Both Parties comply with all applicable Do Not Call and Do Not Contact regulations, maintain lists against registries, honor DNC requests promptly, and keep required records.
17. Waiver and Remedies
No waiver except in signed writing. Remedies here are in addition to those at law or equity.
Electronic Acceptance
Acceptance through this page, together with the typed name and the recorded SHA-256 hash of the Order Form and this Agreement as displayed, constitutes a binding electronic signature under the U.S. ESIGN Act and UETA. Charm: Didin Customer Service, LLC, by Chris Booth, Owner.
