Advanced Recovery Systems Services Agreement


SERVICES AGREEMENT

This Services Agreement (this “Agreement”) dated September 1, 2022 (the “Effective Date”) is by and between RicketyRoo, Inc., an Oregon corporation (“Consultant”), and Advanced Recovery Systems (“Client”) according to the following terms, conditions, and provisions:

  1. Scope of Services.  Consultant will perform the services described in the Statement of Work attached hereto as Exhibit A (the “Services”).  Unless otherwise set forth in the Statement of Work, all Services will commence on the first day of the calendar month following the Effective Date (the “Commencement Date”).  Client acknowledges and agrees that Consultant may charge the monthly fees for the first month in which Services will be provided, as well as the one-time set up fees, each as described in the Payment Schedule attached hereto as Exhibit B, on or before the Commencement Date.

  1. Service Fees; Payment Schedule. As consideration for the Services provided by Consultant, Client agrees to pay Consultant the fees set forth in the Payment Schedule attached hereto as Exhibit B plus all taxes and government charges assessed in relation to the Services other than taxes assessed on Consultant’s income.  Client shall also reimburse Consultant for the expenses paid or incurred by Consultant as described in the attached Payment Schedule.

  1. Term of Agreement.
    1. 3.1 General.  This Agreement will start on the Effective Date and will continue for a period of 12 months (the “Term”), unless sooner terminated as provided in Section 7 below.  Commencing in the 10th month of the Term, the parties will employ reasonable efforts to negotiate and agree on a Services Agreement (including an updated Statement of Work and Payment Schedule) for the succeeding 12-month period.  (For the avoidance of doubt, the previous sentence is a statement of intent only, and the parties are under no obligation to enter into future agreements.)  Except as stated herein, the parties’ rights and obligations under this Agreement shall terminate and be of no further force or effect upon expiration of the Term.

    2. 3.2 Technology Services.  Technology Services (as defined in the Statement of Work) are a sub-set of the Services and will be provided by Consultant for a flat monthly fee in accordance with the Statement of Work.  Given the nature of the Technology Services, even after the Term expires, Consultant will continue to provide the Technology Services on a monthly basis and subject to the terms and conditions of this Agreement, so long as Customer continues to pay the Technology Services fee in a timely manner in accordance with the Payment Schedule.  In such event, either party may terminate this Agreement with respect to the Technology Services by delivering 20 business days’ prior written notice to the other party. 

  1. Independent Contractor. It is understood and agreed that Consultant, while performing the Services, is at all times acting and performing as an independent contractor and not as an employee of Client.  The manner and means of providing the Services are under the sole control of Consultant, subject to Client’s right to specify the desired results in accordance with this Agreement.  Consultant may perform services for others when Consultant is not providing Services under this Agreement.

  1. Ownership Rights in Deliverables.  As used in this Section, “Deliverables” means all reports, designs, studies, conclusions, recommendations, analyses, publications, and other materials developed, generated, or produced by Consultant in the performance of the Services under this Agreement.  Client acknowledges that the Deliverables may, in whole or in part, be created using Consultant’s prior acquired knowledge, skill and expertise, and may include proprietary information and prior developed intellectual property of Consultant, which Consultant will continue to own and have an unrestricted right to use for other purposes.  Client shall have a perpetual, non-exclusive license to use the Deliverables in relation Client’s existing business, but may not copy or disseminate the Deliverables, or otherwise use the Deliverables for any reason without Consultant’s prior written consent.

  1. Limited Warranties. Consultant warrants that the Services will be performed in a professional manner consistent with the quality of Consultant’s services for similarly situated clients and in accordance with generally accepted industry standards.  Except as provided in this Agreement, Consultant makes no guarantees or assurances that the Services, including the Deliverables, will achieve Client’s specific goals or provide additional operational efficiency or sales to Client’s business.  CONSULTANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT.

  1. Termination.
    1. 7.1 By Consultant.  This Agreement may be terminated by Consultant at any time upon 10 business days’ prior written notice if Client breaches or fails to perform any term of this Agreement and fails to cure such breach or failure to the reasonable satisfaction of Consultant within the 10-day notice period.

    2. 7.2 By Client.  Client may terminate this Agreement only by delivering 20 business days’ prior written notice to Consultant.

    3. 7.3 Rights and Obligations upon Termination.  Each party’s obligations under Sections 2 through 10 will survive termination or expiration of the Agreement.  If Consultant terminates this Agreement for failure of Client to pay any amounts owing hereunder, the rights of Client to use the Deliverables, including any express or implied licenses which may have been granted hereunder, will immediately terminate.

  1. Client’s Obligations. Client acknowledges that Consultant’s ability to complete the Services is frequently dependent upon Client’s delivery of information to Consultant in a timely manner.  CLIENT HEREBY AGREES TO DELIVER TO CONSULTANT THE INFORMATION REQUESTED BY CONSULTANT IN THE FORM AND WITHIN THE TIMEFRAME(S) MUTUALLY AGREED UPON BY CLIENT AND CONSULTANT FROM TIME TO TIME. Client acknowledges and agrees that it is responsible for all amounts due under this Agreement regardless of whether or not Client is in compliance with this Section 8, and Client is solely responsible for the consequences of its failure to perform its obligations under this Section 8 (including but not limited to delayed completion of the Services, additional costs, less than desired search result rankings or “hit” numbers, and other lost business opportunities).

  1. Indemnification. Client hereby agrees, to the fullest extent permitted by law, to indemnify, defend, and hold Consultant and its officers, directors, agents, successors and assigns (collectively, the “Consultant Indemnified Parties”) completely and forever harmless from and against any and all claims, liabilities, damages, costs, expenses, and attorneys’ fees (whether incurred at trial, on appeal, or otherwise), relating in any way to Client’s employees, agents, operations, and business dealings generally.  The right to indemnification as provided in this Section 8 will be enforceable by the Consultant Indemnified Parties in any court of competent jurisdiction.

  1. Miscellaneous Provisions.
    1. 10.1 Binding Effect; Assignment.  This Agreement is binding on and inures to the benefit of the parties and, as applicable, their respective successors, and assigns.  Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other party.

    2. 10.2 No Third-Party Beneficiaries.  Except as provided in Section 9, nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.

    3. 10.3 Notices.  All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by email, mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses (or at such other address as a party may designate by like notice to the other party):

      To Consultant:

      RicketyRoo, Inc.

      Blake Denman

      19550 Amber Meadow Dr. 

      Suite 130-301

      Bend, Oregon 97702

      Email: blake@ricketyroo.com

      To Client:

      Advanced Recovery Systems 

      Hunter Mefford

      100 SE 3rd Ave #1800


      Fort Lauderdale, FL 33394

      Email:  

      Any notice or other communication will be deemed to be given (a) on the date of actual receipt by email or personal delivery, (b) at the expiration of the fourth day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery by overnight delivery service.

    4. 10.4 Amendments.  This Agreement may be amended only by an instrument in writing executed by both parties, which writing must refer to this Agreement.

    5. 10.5 Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.  Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, will be the same as delivery of an original.  At the request of any party, the parties will confirm electronically transmitted signatures by signing an original document.

    6. 10.6 Time of Essence.  Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.

    7. 10.7 Waiver.  Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition.  Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

    8. 10.8 Governing Law; Venue.  This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-laws principles.  Any action or proceeding seeking to enforce any provision of this Agreement or based on any right arising out of this Agreement must be brought against any of the parties in Deschutes County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.

    9. 10.9 Attorney Fees.  If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

    10. 10.10 Injunctive and Other Equitable Relief.  The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other party will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.

    11. 10.11 Exhibits.  The exhibits referenced in this Agreement are part of this Agreement as if fully set forth in this Agreement.

    12. 10.12 Severability.  If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way.  

    13. 10.13 Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.

      The parties have executed this Agreement as of the Effective Date.

       

      CONSULTANT:

      RICKETYROO, INC.

      an Oregon corporation



      By: Blake Denman

      Designation: President

      CLIENT:

      Advanced Recovery Systems

      Hunter Mefford

      By:

      Designation: Chief Marketing Officer 



      EXHIBIT A

      STATEMENT OF WORK

      Subject to the terms and conditions contained in this Agreement, Consultant will provide the following Services to Client, Starting September 1, 2022:

      1. General.
        • Month One Deliverables for Advanced Recovery Systems - Onboarding, Kickoff Call, Portal, SQR, GDS, rank tracking, etc. setup, Buyer's journey/personas, SEO Testing - ideas, framework, etc., Link building research/ideation,Weekly meeting, Account Management, Project Management
        • Month One Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - GMB optimization, Technical & on-site SEO audit, Keyword research, Competitive link benchmarking
        • Month Two Deliverables for Advanced Recovery Systems - Link building research/ideation, Weekly meeting, Account Management, Project Management
        • Month Two Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - Competitive analysis, Content audit, Monthly Crawl
        • Month Three Deliverables for Advanced Recovery Systems - SEO Testing - ideas, framework, etc.,Weekly meeting, Account Management, Project Management
        • Month Three Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - Competitive analysis, Content audit, Monthly Crawl
      1. Technology Services.
        • Rank tracking
        • Portal setup
        • Set-up and management of BigQuery databases
        • Build-out and management of Google Data Studio reporting
        • Set-up and management of the pipeline between Google Business Profile, Jepto, and Google Data Studio
        • Utilization and management of Consultant’s proprietary software



      EXHIBIT B

      PAYMENT SCHEDULE

      1. Payment for Services.  As consideration for the performance by Consultant of the Services, Client agrees to pay Consultant as follows:

        • Services Fee (monthly).  A services fee in the amount of $20,000.00 per month is due and payable beginning on the Effective Date and on or before the first day of each subsequent month during the Term, in advance.  If the termination falls on a date other than the first day of the month, then the services fee for that month shall be pro-rated based on the number of days (including partial days) within the month that are include in the Term.
        • Services Set-Up Fee.  A one-time set-up fee in the amount of $7,000.00 is due and payable on the Effective Date.
        • Technology Fee (monthly).  For the Technology Services, a fee in the amount of $2,000.00 per month ($500/mo/location) is due and payable on the Effective Date and on or before the first day of each subsequent month during the Term, in advance (and, if applicable, after expiration of the Term in accordance with Section 3.2).

      1. Payment Methods.  Client may make the payments due under this Agreement via automatic withdrawal from Client’s bank account or by credit card .  Client hereby authorizes Consultant to withdraw the first month’s services fee, set-up fee and technology services fee, as applicable, in the aggregate amount of $29,000.00, from Client’s bank account on or before the Commencement Date.

      1. Reimbursement of Expenses. 
      1. Would you like to pay by 

        Credit Card Information 

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Signed by Blake Denman
Signed On: August 23, 2022


Signature Certificate
Document name: Advanced Recovery Systems Services Agreement
lock iconUnique Document ID: 52ee2690af59892d013c3e08dab06342ba8efe2c
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August 23, 2022 9:10 am PDTAdvanced Recovery Systems Services Agreement Uploaded by Blake D - blake@ricketyroo.com IP 2405:b500:76a0:970::21d:3b, 2405:b500:76a0:970::21d:3b