Marketing Services

Updated December 4, 2025

1. Introduction — Information on the Parties Involved

This Contract for Services sets forth the Terms and Conditions (“T&C”) governing the working relationship between Bragg Media LLC (“AGENCY,” “we,” or “us”), located at 13335 15 Mile Road, Suite 245, Sterling Heights, MI 48312, and CLIENT (“you”). All projects, deliverables, or services (“the Work”) provided by AGENCY are governed by these T&C. By signing this Agreement, CLIENT acknowledges and agrees to all terms contained herein.

AGENCY will begin services upon CLIENT’S approval of this Agreement and any required initial payment. CLIENT’S signature constitutes acceptance of these T&C and forms a binding contractual relationship.

2. Details of Marketing Services

A Scope of Work outlines monthly marketing tasks AGENCY performs, which may include:

• Copywriting
• Strategy and consultation
• Graphic design
• Website updates and maintenance
• Social media management
• Social media advertising
• Public relations
• Other agreed-upon marketing services

3. Payment Information

3A. Invoice & Payment Schedule

CLIENT agrees to pay AGENCY in accordance with this Agreement. All payments are non-refundable. Monthly invoices are issued via the Bragg Media Client Portal and are due net 15.

AGENCY may suspend services for overdue payments. CLIENT acknowledges that third-party vendors (e.g., payment processors) are separate entities from AGENCY.

3B. Cancellation of Services

CLIENT may cancel services at any time with written notice. Upon cancellation:

CLIENT will retain access to AGENCY services through the end of the current paid billing term.

Access to services and the Bragg Media Client Portal ends once the term expires.

3C. Fee Adjustments

AGENCY may change its fees with 7 days’ written notice, except for temporary promotions or fee reductions.

4. No Guarantee

AGENCY makes no guarantees regarding:

• The results of third-party vendors or platforms
• The final printed output of third-party services
• Website host performance
• Third-party app reliability

AGENCY disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

5. Electronic Commerce Laws & GDPR Disclaimer

CLIENT is solely responsible for complying with all applicable laws, taxes, tariffs, and regulations. CLIENT agrees to hold harmless and indemnify AGENCY from any claims arising from CLIENT’S failure to comply with such requirements.

AGENCY may incorporate GDPR-friendly practices but does not offer legal advice or regulatory compliance services. CLIENT remains solely responsible for full ADA, GDPR, privacy, and regulatory compliance.

6. Ownership, Trademarks & Provided Assets

CLIENT owns all deliverables created by AGENCY during any fully paid billing month.

CLIENT represents that all materials provided to AGENCY are legally owned/licensed and do not infringe upon third-party rights. CLIENT assumes all liability for provided content.

6A. Indemnification

CLIENT agrees to indemnify, defend, and hold harmless AGENCY and its owners, employees, contractors, affiliates, and agents from any claims, damages, liabilities, and expenses (including attorney’s fees) arising from:

• CLIENT’S breach of this Agreement
• CLIENT’S use of AGENCY’S services
• Intellectual property infringement or misrepresentation

7. Legal Use of Content

CLIENT must ensure all claims, text, and materials submitted to AGENCY comply with trademark, copyright, and legal standards. CLIENT must obtain all necessary legal clearances before publication.

8. Approval Required to Prevent Errors

CLIENT is responsible for reviewing all proofs, drafts, and deliverables for accuracy. Approval by CLIENT releases AGENCY from liability for errors.

AGENCY is not liable for:

• Loss of profits
• Loss of data
• Business interruption
• Incidental or consequential damages
• Total liability to CLIENT shall not exceed twenty-five dollars ($25).

9. Protection of Property & Quality of Work

AGENCY will safeguard CLIENT-provided materials but is not responsible for loss, damage, or unauthorized use without AGENCY negligence.

AGENCY may coordinate with third-party vendors if requested but is not liable for vendor performance, delays, pricing, or quality.

10. Abuse of Contract

AGENCY manages its internal workflows. Attempting to override or micromanage these processes may result in termination.

AGENCY services are intended for reasonable use by a single small business. Abusive behavior, misuse of services, or conduct inconsistent with AGENCY’S values may result in immediate account termination.

CLIENT’S rights to use services terminate upon breach.

11. Termination of Contract

11A. Term

This Agreement continues as outlined in the Scope of Work or until terminated under the provisions below.

11B. Termination for Breach

If CLIENT breaches this Agreement:

• AGENCY may terminate services with written notice.
• CLIENT receives no rights to unfinished work.
• CLIENT receives only materials fully paid for.

If AGENCY breaches:

• CLIENT may terminate.
• AGENCY will provide all paid-for work and CLIENT-owned assets.

11C. Termination Without Cause

If CLIENT terminates without cause:

• CLIENT must pay all outstanding balances within 15 days.
• CLIENT receives no rights to unfinished work.
• CLIENT agrees to indemnify AGENCY for claims arising from previously approved or published work.

12. Limitation of Liability

To the fullest extent permitted by law, AGENCY’S total cumulative liability to CLIENT for any claim relating to this Agreement shall not exceed the total fees CLIENT paid to AGENCY in the three (3) months immediately preceding the event giving rise to the claim.

AGENCY shall not be liable for:

• Indirect, incidental, consequential, special, punitive, or exemplary damages
• Lost profits, lost data, or lost business opportunities
• Business interruption
• Failures caused by third-party platforms, software, or vendors

CLIENT acknowledges these limitations form a fundamental basis of AGENCY’S pricing and services.

13. Dispute Resolution

13A. Good Faith Negotiation

Both parties agree to first attempt in good faith to resolve disputes through written notice and discussion for a minimum of 15 days.

13B. Mediation

If unresolved, disputes shall be submitted to non-binding mediation in Macomb County, Michigan. Parties share mediation costs equally.

13C. Litigation

If mediation fails, disputes may be brought in state or federal courts located in Michigan, and both parties consent to jurisdiction and venue.

13D. Attorney’s Fees

CLIENT shall pay AGENCY’S reasonable attorney’s fees, court costs, and allowable interest incurred in enforcing this Agreement or collecting overdue payments.

14. Additional Provisions

This Agreement is governed by the laws of the State of Michigan.
This document represents the entire agreement between the parties and may only be amended in writing signed by both parties.

If AGENCY must retain legal counsel to collect payments, CLIENT is responsible for all associated fees.

15. Force Majeure

AGENCY shall not be liable for any delay or failure to perform the Work or any obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics or public health emergencies, government orders or restrictions, labor disputes, widespread internet or telecommunications outages, hosting provider failures, third-party software or platform outages, cyberattacks, power failures, or any other event that makes performance commercially impracticable (“Force Majeure Event”).

AGENCY will notify CLIENT of the Force Majeure Event when reasonably possible and will resume performance as soon as the event concludes. Any deadlines or milestones affected by a Force Majeure Event will be adjusted accordingly without penalty to AGENCY. If a Force Majeure Event materially prevents completion of the Work for more than thirty (30) days, either party may terminate the Agreement by written notice. CLIENT remains responsible for all fees for work performed up to the date of termination.

16. Sample Work

CLIENT grants AGENCY a non-exclusive license to display completed work in portfolios, case studies, social media, or marketing materials. AGENCY will attempt to obtain written permission prior to publication. CLIENT may revoke this right by emailing [email protected].

17. Confidentiality

AGENCY will maintain confidentiality of CLIENT’S proprietary and business information. AGENCY will only communicate with individuals authorized by CLIENT and will not disclose information outside AGENCY except as required by law.