NXTGEN BIZ & Co. - Marketing Services

Terms and Conditions

These Terms and Conditions govern the provision of marketing services by NXTGEN BIZ & Co. ("NXTGEN BIZ & Co.") to its clients ("Client"). By engaging NXTGEN BIZ & Co.'s services, the Client agrees to be bound by these Terms and Conditions. It is the responsibility of the Client to read and understand these terms before engaging the services of NXTGEN BIZ & Co.

1. Service Agreement

1.1. NXTGEN BIZ & Co. agrees to provide marketing services as outlined in the agreed-upon service package (Short Term Marketing, Long Term Marketing, or A La Carte Marketing) or individual service agreement. The specifics of the services, deliverables, and timelines will be detailed in a separate agreement or statement of work.
1.2. The Client acknowledges that marketing outcomes can be influenced by numerous factors, and while NXTGEN BIZ & Co. will make every reasonable effort to achieve the Client's stated goals, NXTGEN BIZ & Co. does not guarantee specific results unless explicitly stated and agreed upon in writing.

2. Client Obligations

2.1. Targeted Goals: The Client must define clear, specific, and measurable targeted goals at the outset of the service agreement. These goals may include, but are not limited to:
- Number of leads within a specified period.
- Growth metrics on specified social media channels within a specified period.
- Number of user acquisitions.
- Specific tasks for new users to achieve (e.g., first-time deposit, first-time trade, first-time recommendation).
2.2. NXTGEN BIZ & Co. shall be responsible for achieving only those targeted goals that are explicitly defined in the initial signed agreement. Any additional goals established after the commencement of services will not be considered binding upon NXTGEN BIZ & Co.
2.3. Promotional Budget:
- The Client is obligated to allocate a budget for promotional activities, including but not limited to airdrops, influencer marketing, advertising, and public relations.
- The Client agrees that this budget shall be no less than twenty percent (20%) of the Client's expected targeted goal. For example, if the Client's target is $100,000 in Total Value Locked (TVL) within six (6) months, the Client must allocate a minimum of $20,000 for promotional efforts. This promotional budget is separate from the fees paid to NXTGEN BIZ & Co. for its services.
- The Client shall transfer the designated budget for promotional efforts either: (i) at the time of signing the service contract with NXTGEN BIZ & Co., or (ii) directly to third-party vendors identified by NXTGEN BIZ & Co. to support the promotional efforts.
- The Client acknowledges that any delay in transferring the promotional budget or delivering the requested materials may disrupt planned marketing campaigns and impact expected results. The Client agrees that any such delays shall be the Client's responsibility, and NXTGEN BIZ & Co. shall not be held liable for any resulting impact on campaign performance.
- Influencer Marketing and Third-Party Vendors: The Client acknowledges that a significant portion of influencers, promoters, and other entities in the marketing space may utilize unverifiable methods and sources for their following and fan base, making it difficult to ascertain the authenticity of their audience. While NXTGEN BIZ & Co. commits to diligently working to identify authentic influencers and promoters, it cannot guarantee the authenticity of all leads generated by hired third-party vendors. The Client recognizes that the engagement of influencers and third-party vendors is a necessary aspect of modern marketing efforts.
2.4. The Client acknowledges that failure to allocate the minimum required promotional budget as specified in Section 2.3 shall not be grounds for disputing the achievement of targeted goals by NXTGEN BIZ & Co.
2.5. Product Quality and Agency Neutrality:
- The Client is responsible for developing and providing an exceptional product for NXTGEN BIZ & Co. to promote.
- NXTGEN BIZ & Co. is committed to maintaining neutrality and objectivity in its commentary on all products. To ensure this, NXTGEN BIZ & Co. will conduct an internal review of the Client's product to gain firsthand experience with its UX and benefits.
- The Client acknowledges that NXTGEN BIZ & Co. may conduct quick surveys and/or focus groups to gather genuine feedback on the product's features and areas for improvement.
- NXTGEN BIZ & Co. prioritizes providing transparent, honest, and authentic product endorsements and prefers to be provided with proven comments and use cases of the product.
2.6. Product and Communication Changes: The Client is prohibited from making changes to their original product and communication strategy during the term of their contract with NXTGEN BIZ & Co.
- 2.6.1. If the Client elects to make changes to their original product or communication strategy, the Client shall be obligated to either:
  - Engage NXTGEN BIZ & Co. for a new service agreement to address the revised product or communication strategy, or
  - Continue with the original service agreement until its conclusion.
- 2.6.2. NXTGEN BIZ & Co. shall not be obligated to provide a refund or adjust services if the Client's original product is discontinued or significantly altered, as this constitutes a change initiated by the Client.
2.7. Expected Results Timeline: The client acknowledges and agrees that marketing and growth efforts require time to yield results. The client understands that expecting substantial results within the first one (1) to two (2) months of marketing campaigns is unrealistic. NXTGEN BIZ & Co. does not guarantee any specific outcomes or results earlier than six (6) months from the commencement of services.
2.8. Working Dynamics
- NXTGEN BIZ & Co. shall provide weekly reports to the Client detailing progress, results, and the upcoming weekly plan.
- The Client and NXTGEN BIZ & Co. will agree on weekly marketing sprints.
- NXTGEN BIZ & Co. will assign a minimum of three (3) marketing team members to work on the Client's marketing and growth activities, covering disciplines such as content building/SEO, influencer marketing, and social media management. This is in addition to the assigned account manager.

3. Term and Termination

3.1. The term of the service agreement shall be as specified in the individual service agreement.
3.2. Early Termination by Client: The Client may not terminate the service agreement prior to its expiration date, except in the event of a material breach by NXTGEN BIZ & Co. Material breaches are limited to:
- Breach of confidentiality or non-disclosure agreements.
- Theft of Client assets.
- Intentional misrepresentation or fraud.
3.3. In the event of early termination by the Client for reasons other than those specified in Section 3.2, the Client shall be liable for the full remaining balance of the service agreement.
3.4. Each service package purchased by the client will expire at the end of the stated period. Clients are not allowed to pause or transfer the purchased services to another term or account.
3.5. NXTGEN BIZ & Co. reserves the right to terminate the service agreement at any time if the Client engages in disrespectful, abusive, or excessively demanding behavior towards NXTGEN BIZ & Co. personnel. In such cases, no refunds will be issued.

4. Service Quality and Dispute Resolution

4.1. In the event of a dispute regarding the quality of service provided by NXTGEN BIZ & Co., both the Client and NXTGEN BIZ & Co. shall refer to the clearly defined KPIs and targeted goals established in the initial service agreement. These KPIs and goals shall serve as the primary benchmarks for determining whether the services have been provided as agreed.
4.2. Any claims of service deficiency must be supported by evidence demonstrating a failure to meet the agreed-upon KPIs and targeted goals.

5. Transfer of Services

5.1. The Client may transfer their service agreement with NXTGEN BIZ & Co. to another company, even if the ownership of the original Client company remains the same or the owners are the same people or organizations.
5.2. If the Client establishes a new company, the Client has the option to:
- Enter into a new service agreement with NXTGEN BIZ & Co. for the new company, or
- Allow the original service agreement to run its course.
5.3. NXTGEN BIZ & Co. is not obligated to provide any refunds in the event of a transfer of services or the establishment of a new company by the Client.

6. Additional Services

6.1. The Client may purchase additional service packages or a la carte services from NXTGEN BIZ & Co. However, the Client is prohibited from exchanging or trading purchased services between packages or a la carte offerings.
6.2. A La Carte Services Eligibility:
- 6.2.1. To be eligible to purchase "12 months of Fractional CMO (if purchasing Short or Long Term)" a la carte service, the clients must have an active Short Term or Long Term service agreement.
- 6.2.2. The "12 months of Fractional CMO alone + Strategy design is complementary" a la carte service can be purchased independently.
- 6.2.3. "Customized Strategy Design for 6 or 12 months" a la carte service can be purchased independently.

7. Account Manager Requests

7.1 The client can respectfully request to change their account manager and designated team.
7.2 The client cannot terminate their service agreement or claim a refund on the basis that the team designated by NXTGEN BIZ & Co. is not competent.

8. General Provisions

8.1. Good Faith: Both the Client and NXTGEN BIZ & Co. agree to conduct themselves in a professional, courteous, and ethical manner at all times. Both parties commit to acting in good faith throughout the duration of the service agreement.
8.2. Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of [Insert Applicable Jurisdiction].
8.3. Entire Agreement: These Terms and Conditions, together with the individual service agreement, constitute the entire agreement between the Client and NXTGEN BIZ & Co. and supersede all prior negotiations, understandings, and agreements.
8.4. Severability: If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.5. Purchase and Payment Terms:
- Clients may purchase services directly through the website [https://www.carolzurita.com/services] or with the assistance of an authorized NXTGEN BIZ & Co. representative.
- Due to the accessible pricing structure, partial payments or installment plans are not permitted. Full payment is required at the time of purchase.
- Clients seeking to renew their services will not be eligible for the initial purchase price. The prices listed on the website are exclusively for first-time clients and startups. NXTGEN BIZ & Co. acknowledges that a client's business circumstances may change over time and does not assume that clients will remain in an early-stage phase indefinitely.
8.6. Scope of Services:
- NXTGEN BIZ & Co. is a marketing agency specializing in promoting the sale of products and services related to crypto, Web3, gaming, and Real World Assets (RWAs).
- NXTGEN BIZ & Co. may provide support for brand building and promotion to assist clients in fundraising efforts, but its primary purpose is not to facilitate fundraising for startups nor guarantee that the client will secure investors’ funds.
8.7. Legal Compliance: NXTGEN BIZ & Co. reserves the right to refuse to promote services in jurisdictions where such activities are not legally permitted.
8.8. Client Responsibility: The Client acknowledges and agrees that they are solely responsible for ensuring that their business operations and target market comply with all applicable laws and regulations. NXTGEN BIZ & Co. shall not be held liable for any legal actions or consequences arising from the Client's activities in any jurisdiction. The Client affirms that they are of sufficient legal age and possess the necessary knowledge and understanding of their target market and the potential legal implications of their business activities.

Agreement and Acceptance

By signing below, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

Client:

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NXTGEN BIZ & Co.:

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