SPONSORED CONTENT AND ADVERTISING SERVICES AGREEMENT

This Sponsored Content and Advertising Services Agreement (this “Agreement”) is effective as of  [DATE (the “Effective Date”), and is concluded between: 

[LEGAL ENTITY NAME] having address at: [ADDRESS], represented by [TITLE] [NAME], (hereinafter referred to as the “Client”), and 

INSART SOFTWARE, LLC a Delaware limited liability company, having a place of business at 7284 W Palmetto Park Rd. Boca Raton, Suite 101, FL 33433, USA, represented by CEO & Managing Member Vasyl Soloshchuk (hereinafter referred to as “INSART”). 

Client and INSART may be referred to herein individually as a “Party” and collectively as the “Parties.”

1. Structure of the Agreement

1. This Agreement sets out the general legal terms governing the provision of sponsored content, editorial, advertising, and related marketing services by INSART.

2. The specific scope of Services, deliverables, pricing, and timelines shall be set out in one or more written Statements of Work, Orders, or Annexes (each, an “Order”) executed by the Parties or otherwise agreed in writing and referencing this Agreement.

3. Each Order forms an integral part of this Agreement. In the event of inconsistency, the Order shall prevail over this Agreement solely with respect to the subject matter of such Order.

4. No Order shall be binding unless executed by both Parties or otherwise expressly confirmed in writing by authorized representatives of both Parties.

2. Services

1.  INSART shall provide the services described in the applicable Order (the “Services”).

2. The Services may include, depending on the selected package:

1. preparation and publication of articles in Signals Magazine;

2. SEO-optimized articles on INSART’s website;

3. editorial interviews and features;

4. LinkedIn content creation and publication;

5. podcast participation;

6. magazine advertisements, mentions, and promotional placements; and

7. related editorial, design, and distribution services.

3. INSART may engage subcontractors or affiliates to perform the Services, provided that INSART remains responsible for their performance.

3. Editorial Control

1. The Parties acknowledge that the Services are delivered within INSART’s editorial and publishing ecosystem, including Signals Magazine and INSART-controlled distribution channels.

2. INSART retains full and final editorial control over all content produced or published under this Agreement, including:

1. structure, tone, and format;

2. wording, headlines, and design;

3. publication timing and placement;

4. distribution channels; and

5. compliance with editorial, legal, and platform requirements.

3. INSART shall have the right to edit, adapt, reformat, or refine any content to meet its editorial standards.

4. INSART may refuse to publish, suspend publication of, or require modification to any content that, in its reasonable judgment:

1. is unlawful, misleading, or non-compliant with applicable law;

2. creates legal, regulatory, or reputational risk;

3. contains unsubstantiated, exaggerated, or prohibited claims; or

4. does not meet INSART’s editorial standards.

4. Scope and Deliverables

1. The specific deliverables, quantities, pricing, and timelines shall be defined in the applicable Order.

2. Unless otherwise expressly stated in an Order:

1. SEO articles shall typically range from 1,200 to 1,500 words;

2. editorial features and interviews shall typically range from 1,500 to 2,000 words;

3. LinkedIn content includes copywriting and design, and publication shall be carried out via INSART-controlled channels;

4. Services include up to two (2) reasonable revision rounds.

3. All timelines are indicative and depend on the Client’s timely provision of materials, feedback, and approvals.

4. INSART does not guarantee any specific performance outcomes, including traffic, engagement, lead generation, conversion rates, or search engine rankings.

5. Client Responsibilities

1. The Client shall provide all information, materials, responses, approvals, and cooperation reasonably required for the performance of the Services, including but not limited to text inputs, answers to questionnaires, logos, images, trademarks, product descriptions, and supporting documentation (the “Client Materials”).

2. The Client represents and warrants that:

1. the Client Materials are accurate, complete, and not misleading;

2. the Client has all necessary rights, licenses, consents, and permissions to provide the Client Materials and to authorize their use, publication, and distribution by INSART;

3. the Client Materials do not infringe any intellectual property, privacy, publicity, confidentiality, or other rights of any third party;

4. any statements, claims, or representations relating to the Client’s products or services are truthful, substantiated, and compliant with applicable laws and regulations.

3. The Client shall ensure timely provision of materials, feedback, and approvals. Any delay by the Client may result in adjusted timelines, rescheduling within INSART’s editorial calendar, or suspension of delivery without liability to INSART.

4. The Client acknowledges that INSART is not responsible for verifying the accuracy, legality, or substantiation of Client Materials or claims.

6. Payment Terms

1. The Client shall pay the fees specified in the applicable Order (the “Fees”).

2. Unless otherwise agreed in writing, all Fees are payable in advance and constitute a condition precedent to the commencement of the Services.

3. All Fees are non-refundable, except where otherwise expressly agreed in writing by INSART.

4. Fees are exclusive of all applicable taxes, duties, bank charges, and payment processing fees. The Client shall be responsible for all such amounts.

5. INSART shall have no obligation to commence or continue the Services in the event of late or incomplete payment.

6. Where Services are delivered over a defined period (including multi-month packages), INSART shall schedule delivery in accordance with its editorial calendar, subject to the Client’s compliance with its obligations under this Agreement.

7. Review and Acceptance

1. INSART may, where applicable, provide drafts or materials to the Client for review.

2. The Client shall provide consolidated comments or approval within three (3) business days, unless otherwise specified in the applicable Order.

3. If the Client fails to respond within such period, the relevant deliverable shall be deemed approved, and INSART may proceed with publication, distribution, or finalization.

4. Unless otherwise agreed, the Services include up to two (2) reasonable revision rounds. Additional revisions or material changes in scope may be subject to additional fees.

5. Minor editorial adjustments, formatting changes, and compliance-related edits made by INSART shall not constitute grounds for rejection.

8. Intellectual Property

1. The Client retains ownership of all Client Materials.

2. Subject to full payment of all Fees, INSART grants to the Client a non-exclusive, worldwide, royalty-free license to use the final published content created under the applicable Order for the Client’s own marketing and promotional purposes.

3. INSART retains ownership of:

1. all pre-existing materials, templates, methodologies, formats, and know-how;

2. all drafts, working files, design files, layouts, and production materials; and

3. any improvements, modifications, or derivative works created in the course of providing the Services.

4. Unless expressly agreed in writing, INSART is not obligated to provide source files, editable design files, or underlying production materials.

5. INSART shall have the right to use the Client’s name, logo, and the final published content for portfolio, marketing, and promotional purposes.

9. Indemnification

1. The Client shall defend, indemnify, and hold harmless INSART, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

1. the Client Materials;

2. any statements, claims, representations, or content provided, approved, or requested by the Client;

3. the Client’s products, services, or business activities;

4. any alleged infringement or violation of intellectual property, privacy, publicity, confidentiality, or other rights of any third party;

5. the Client’s breach of this Agreement; or

6. the Client’s violation of applicable laws, regulations, or advertising standards.

2. INSART shall promptly notify the Client of any claim subject to indemnification (provided that failure to do so shall not relieve the Client of its obligations except to the extent materially prejudiced).

3. The Client shall have control of the defense and settlement of such claim, provided that any settlement that imposes obligations on INSART or admits liability on behalf of INSART shall require INSART’s prior written consent (not to be unreasonably withheld).

10. Limitation of Liability

1. To the maximum extent permitted by applicable law, INSART shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, arising out of or in connection with this Agreement or the Services.

2. INSART’s total aggregate liability arising out of or relating to this Agreement shall not exceed the total Fees actually paid by the Client to INSART under the applicable Order giving rise to the claim.

3. The limitations set out in this Section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

11. Term and Termination

1. This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section.

2. Each Order shall remain in effect for the period specified therein or until the Services are completed, whichever occurs later.

3. INSART may suspend or terminate the Services (in whole or in part) upon written notice if:

1. the Client fails to provide required materials, approvals, or cooperation;

2. the Client breaches this Agreement and fails to cure such breach within five (5) business days after written notice;

3. the Client provides materials or requests content that, in INSART’s reasonable judgment, creates legal, regulatory, reputational, or platform-related risk; or

4. the Client fails to make payment when due.

4. The Client may terminate an Order upon written notice; however, all Fees paid shall remain non-refundable, and all outstanding amounts shall become immediately due.

5. Upon termination:

1. INSART may cease all work and publication activities;

2. any granted licenses under Section 8 shall survive with respect to content already delivered and paid for; and

3. Sections 5, 8, 9, 10, and 12 shall survive.

12. Governing Law. Disputes.

1. This Аgreement  and the legal relations among the Parties shall be governed by and constructed and enforced in accordance with laws of the State of Florida both as interpretation and performance, without regard to its conflict of laws rules. 

2. Each of the Parties agrees that all actions or proceedings arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment arising out of or in connection with this Agreement, shall be tried and determined exclusively by International Commercial Arbitration (ICA) Court within the Circuit Civil Division of the Eleventh Judicial Circuit of Florida. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid court. Each of the Parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding:

1. any claim that it is not subject to personal jurisdiction in the aforesaid court for any reason; 

2. that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court; and 

3. that (i) the aforesaid court is an inconvenient or inappropriate forum for such action or proceeding, (ii) venue is not proper in any of the aforesaid court and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by the aforesaid court. 

13. Miscellaneous

1. Assignment. The Client may not assign or transfer this Agreement without INSART’s prior written consent. INSART may assign this Agreement to an affiliate or in connection with a merger, sale of assets, or similar transaction.

2. Notices. All notices shall be in writing and delivered by email to the addresses specified by the Parties, and shall be deemed received on the date of transmission unless a delivery failure notice is received.

3. Entire Agreement. This Agreement, together with all Orders, constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements relating to its subject matter.

4. Amendments. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6. Electronic Signatures. This Agreement may be executed electronically, including via services such as DocuSign, and such signatures shall be deemed original and binding.

Below is a one-page Order / Annex template designed to sit under your master Agreement. It is structured for speed (sales team can fill it in) while preserving legal integrity.

IN WITNESS THEREOF THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO:

ANNEX / ORDER NO. __________

to the Sponsored Content and Advertising Services Agreement #_______ of _______________

This Order is entered into pursuant to the Sponsored Content and Advertising Services Agreement between INSART Software LLC (“INSART”) and [Client Legal Name] (“Client”) (the “Agreement”).

Effective Date of this Order: [______________]

1. Selected Package / Services

☐ Expert Contributor — $1,199 / 6 months
☐ Expert Interview — $499
☐ Spotlight of the Month — $299
☐ SEO Article Add-on — $249
☐ Inside Signals Magazine Ad — $149
☐ Custom Scope (describe below)

Description:

2. Deliverables

INSART shall provide the following:

• Content Type: [e.g., SEO article / interview / ad / LinkedIn posts]

• Quantity: [1]

• Word Count (if applicable): [1200-1500]

• Distribution Channels: Signals Magazine / Website / LinkedIn / Other: [Website]

• Revision Rounds: up to 2 (unless otherwise specified)

3. Timeline

• Client Materials Due: [_____]

• Draft Delivery (if applicable): [within 2 weeks]

• Publication Window: [e.g., within 3–5 business days after materials / per editorial calendar]

• Package Duration (if applicable): ___________________- [e.g., 6 months]

All timelines are subject to Client’s timely provision of materials and approvals.

4. Fees and Payment

• Total Fee: USD [$249]

• Payment Terms: 100% prepaid.

• Payment Method: bank transfer.

• In the event of late payment, a late payment fee of 0.1% per day of the overdue amount will be applied.

• Failure to pay the invoice timely entitles the Consultant to suspension the provision of Services until the moment when the invoice is paid in full.

• Failure to pay the invoice timely constitutes a material breach of this Agreement.

• All payments hereunder shall be made in USD, via bank transfer.

INSART has no obligation to commence Services until payment is received in full.

5. Client Materials Contact

• Primary Contact Name: [_____________]

• Email: [_________________]

• Company / Brand Name for Publication: [____________________]

6. Key Acknowledgements

The Client acknowledges and agrees that:

(a) all Services are subject to INSART’s editorial control;
(b) INSART does not guarantee performance outcomes (including traffic, leads, SEO rankings, or engagement);
(c) timelines depend on timely Client cooperation;
(d) all Client Materials must be accurate, lawful, and non-infringing;
(e) Fees are non-refundable once paid.

7. Order-Specific Notes (if any)

8. Execution

This Order forms an integral part of the Agreement.

Signed by the Parties:

IN WITNESS THEREOF THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO: