🧾 Full Business Agreement
Four Roots Marketing, LLC – Terms and Conditions
Version Last Updated: June 30, 2025
These Terms and Conditions (“Terms”) govern your access to and use of the services provided by Four Roots Marketing, LLC (“4 Roots,” “we,” “us,” or “our”). By engaging with 4 Roots, whether as a client, vendor, or user, you agree to be bound by these Terms, which form a legally binding agreement between you and 4 Roots.
Please read the terms and conditions carefully. This forms the contract between the customer and our company and in the event of a conflict, these terms and contacts shall prevail.
This Business Agreement (“Agreement”) is entered into by and between Four Roots Marketing, LLC, located at 4030 Wake Forest Road, STE 349, Raleigh, North Carolina 27609 (“4 Roots”), and the client or vendor engaging with 4 Roots (“Client”).
This Agreement, including any signed or referenced Scope of Work (“SOW”), outlines the digital marketing and related services and deliverables that 4 Roots will provide, pursuant to the mutual understanding and conversations between the Parties.
1. OVERALL OBJECTIVES:
4 Roots shall perform marketing services (collectively, the “Services”) and provide deliverables (collectively, the “Deliverables”) as more fully described in the SOW. The SOW outlines the marketing initiatives to be executed by 4 Roots for the benefit of the Client. The components of the SOW are strategically designed to meet Client needs, goals, and form a robust marketing strategy. This strategy aims to provide the Client with a competitive edge, facilitating the profitable acquisition of new clients, donors, and supporters.
2. ACCEPTANCE OF AGREEMENT:
By engaging with 4 Roots, whether by signing a formal contract, accepting a proposal, executing a Statement of Work, or utilizing any of 4 Roots’ services, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions set forth in this Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements, representations, or understandings, whether written or oral.
3. MODIFICATIONS:
Any modifications, amendments, or supplements to this Agreement shall be valid only if made in writing and signed by authorized representatives of both Parties. No oral modifications shall be binding. 4 Roots reserves the right to update or revise this Agreement and its terms as necessary; such updates will be communicated to the Client in writing. Continued use of services after such notice will constitute acceptance of the modified terms.
4. ADDITIONAL MODIFICATIONS:
Any additional modifications outside of the defined scope will not be included in this Agreement and will be quoted at a separate rate.
5. EXPENSES:
Any travel, trainings, printing, or expenses not defined in the Scope of Work will be billed to the Client at cost.
6. TERMS AND CONDITIONS:
This Agreement shall be effective for a term of one (1) year from the Effective Date (“Term”) or until the completion of the Services as stated in the applicable SOW (whichever is longer). The Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) at the then current rate (rate will not increase more than 10% over the prior year) unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current Term. The Initial Term and any Renewal Term(s) may be referred to herein collectively as the “Term.”
7. SERVICE PLAN ALTERATIONS:
During the Term of this Agreement, the Client is afforded the flexibility to adjust the Services received from 4 Roots according to the Client’s needs. However, these modifications are only applicable within the predefined service packages and require a written request, contingent upon written approval by 4 Roots. If the Client intends to alter their service plan, they must submit a written request and comply with a minimum 30-day notice period before the desired effective date of the upgrade. Furthermore, the initiation of the new service package must take place at the beginning of the subsequent month. Any deviations or exceptions from this process must be officially documented in writing.
8. PAYMENT OF SCHEDULE:
Recurring Services
Client agrees that all recurring services require enrollment in an automatic recurring payment plan upon commencement of services. Accepted payment methods include ACH/bank draft, credit card (including American Express), or online payment portal. Manual or one-off payments for recurring services are not accepted unless explicitly approved in writing by 4 Roots.
Recurring service fees are invoiced on the 1st of each month, in advance. If services begin mid-month, the first invoice will be prorated based on the start date. Regular monthly billing resumes on the following 1st.
The final month of service will be billed in full and is not subject to proration.
A 2.99% processing fee will be added to all payments made by credit card, and a 1% processing fee will apply to all payments made via ACH/bank draft.
Failure to enroll in recurring payments or maintain an active payment method may result in temporary suspension of services until compliance is achieved. Billing will continue during suspension periods.
One-Time and Non-Recurring Services
For all one-time projects and non-recurring services, payment is due within 14 days of the invoice date (“Due Date”).
A late fee of 2% per month will be applied to any invoice not paid by the 15th day after the invoice date (i.e., after the 14-day Due Date). Additional 2% late fees will accrue every 30 days thereafter until the balance is paid in full.
A 2.99% processing fee applies to payments made by credit card, and a 1% processing fee applies to payments made via ACH.
Temporary Pause of Services
If the Client requests contract alterations, delays providing necessary information, or otherwise fails to cooperate in a timely manner such that 4 Roots cannot proceed with services, 4 Roots may temporarily suspend all services until the issues are resolved and mutual agreement is reached. Billing will continue during any suspension period unless otherwise agreed in writing by 4 Roots. Services will resume only after all outstanding matters are resolved and any updated agreements are executed.
9. BREACH OF CONTRACT:
Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term, condition, or obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.
The following, without limitation, shall constitute a material breach by the Client:
- Failure to remit payment within fifteen (15) days of the invoice date (“Due Date”);
- Engaging another agency to perform the same or substantially similar services outlined in this Agreement without prior written approval from 4 Roots;
- Persistent failure to respond to or cooperate with 4 Roots in a manner that prevents delivery of services.
The following, without limitation, shall constitute a material breach by 4 Roots:
- Failure to deliver services as outlined in the Statement of Work (SOW), without legal cause or justification.
If the Agreement is terminated due to a breach by the Client:
- The Client remains liable for all fees accrued through the termination date;
- The Client will be responsible for any applicable early termination or cancellation fees;
- No refunds shall be provided for payments already made.
If the Agreement is terminated due to a breach by 4 Roots:
- The Client shall only be responsible for payment of services properly rendered up to the effective termination date;
- Any unused prepaid fees may be refunded at the discretion of 4 Roots.
Upon termination for breach by either Party, all rights and obligations under this Agreement shall cease, except that:
- Accrued payment obligations;
- Any provisions expressly stated to survive; and
- All rights and remedies available at law or in equity
shall remain in full force and effect.
10. EFFECT OF TERMINATION:
If the Client terminates the Agreement without cause prior to the expiration of the Term, the Client shall immediately pay all fees due for Services rendered up to the termination date, plus a cancellation fee equal to 70% of the remaining contract value. All outstanding payments shall be due immediately, and Services will cease upon termination. Additionally, the Client shall reimburse 4 Roots for any costs reasonably incurred in reliance on the Client’s engagement.
4 Roots may terminate this Agreement upon written notice to the Client in the event that it ceases operations, dissolves its business, or becomes otherwise unable to continue providing services. In such cases:
- Services will end on the effective date of closure;
- The Client shall remain liable only for services properly rendered through the termination date;
- 4 Roots will refund any prepaid but undelivered services, unless otherwise agreed in writing;
- No further obligations shall remain on either side, except as outlined in provisions intended to survive termination (e.g., confidentiality, intellectual property, etc.).
11. INDEMNITY AND LIMITATION OF LIABILITY:
- The Client agrees to indemnify, defend and hold harmless 4 Roots from any and all claims, demands, losses, causes of action, damages, lawsuits, and judgments, including attorneys’ fees and costs, to the extent caused by or arising out of or relating to this Agreement or in connection with the Services provided under this Agreement, or otherwise.
- In no event shall 4 Roots’ liability under this Agreement exceed the amount paid by Client under the applicable SOW.
12. CONFIDENTIALITY:
Each party shall maintain the strictest confidence in all confidential information, as defined as non-public information disclosed by one party to the other party under this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Including without limitation:
- Pricing and quotes given to the client by the agency.
- Processes, terminology, trade secrets and communication, and the terms and conditions of this Agreement, together with any excerpts, reports or documents prepared by or on behalf of the recipient of the information incorporating, referred to or reflecting, in whole or in part, any portion of any such information (“Confidential Information”).
Commencing on the Effective Date (or, if earlier, the date on which either Party disclosed Confidential Information to the other) and continuing during and after the termination or expiration of this Agreement, neither Party may disclose to any third party, and each Party shall keep strictly confidential, all Confidential Information of the other, protecting the confidentiality thereof with at least the same level of efforts that it employs to protect the confidentiality of its own proprietary and confidential information of like importance to it and in any event, by reasonable efforts.
Each Party may, however, disclose the Confidential Information of the other to those of such Party’s officers, partners, principals, employees, agents, advisors or independent providers with a need to know such Confidential Information, provided that such: (i) are directed to treat such Confidential Information confidentially and not to use such Confidential Information other than as permitted hereby and (ii) are subject to a legal duty to maintain the confidentiality thereof. Neither Party shall use the Confidential Information of the other Party except solely as necessary in and during the performance of the Agreement, as required to enforce or exercise its rights under the Agreement or as expressly licensed hereunder. Each Party shall be responsible for any improper use or disclosure of any Confidential Information of the other or by such Party’s officers, partners, principals, employees, agents, advisors or independent providers (including individuals who hereafter become former partners, principals, employee, agents, advisors or independent providers).
13. FEEDBACK:
Client grants to 4 Roots and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Client relating to the operation or use of the Services or Deliverables.
14. CASE STUDIES:
Client may be selected to participate in a case study to highlight the success and outcomes of the services provided. The Client agrees to provide any necessary information, testimonials, and access to relevant data for creating the case study if necessary. Content and publication of the case study will be subject to approval by 4 Roots. Participation may provide valuable exposure for Client’s business; however, Client retains the right to decline participation without penalty or repercussion.
15. INDEPENDENT CONTRACTOR:
The Parties are independent contractors. Nothing in this Agreement shall be construed to create an agency relationship between the Parties. Each Party shall be solely responsible for payment of all compensation owed to its employees and agents, as well as employment-related taxes.
16. NON-COMPETE AGREEMENT:
The Client agrees that, during the term of this Agreement and for six (6) months following termination for any reason (the “Non-Compete Period”), the Client shall not, directly or indirectly, engage in any business activity that competes with 4 Roots’ business, products, or services as provided to any customer or client of 4 Roots, nor use 4 Roots’ existing client demographics or Confidential Information to solicit, provide quotes, or transfer business to any competing entity.
17. CLIENT USAGE RESTRICTIONS AND INTELLECTUAL PROPERTY:
Client will not (a) make the Services or any Deliverables available to anyone other than Client or use the Services or Deliverables for the benefit of anyone other than Client, (b) sell, resell, license, sub license, distribute, make available, rent or lease the Services, or include the Services in an outsourcing offering, (c) interfere with or disrupt the integrity or performance of the Services, (d) attempt to gain unauthorized access to or use of the Services or Deliverables, (e) use any of 4 Roots intellectual property except as permitted under this Agreement, (f) modify, copy, or create derivative works based on the Services or Deliverables (g) frame or mirror any part of the Services or Deliverables, (h) disassemble, reverse engineer, or de-compile the Services or Deliverables (i) build a competitive product or service, (j) build a product or service using similar ideas, features, functions or graphics of the Services or Deliverables, or (k) copy any ideas, features, functions or graphics of the Services or Deliverables.
18. NOTICES:
Any notice or communication required or permitted under this Agreement shall be deemed given if delivered by:
(i) Registered or certified mail, return receipt requested, postage prepaid, to the receiving Party’s address;
(ii) Hand delivery to the specified person;
(iii) Email to the specified email address.
Notices shall be effective upon receipt.
20. Entire Agreement
This Agreement, including the Scope of Work, constitutes the entire agreement between the Parties. No other representations or promises shall be binding unless in writing and signed by both Parties.
21. GOVERNING LAW:
This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.
Version Last Updated: Jun 30, 2025
