Information on the parties involved
This contract for services defines the TERMS AND CONDITIONS (T&C) of our working relationship. All projects or services (“the work”) that AGENCY (or “we”) (Bragg Media LLC, 315 Cold Creek Pass, Bluffton, SC 29910) may be contracted to produce or provide for CLIENT (or “you”) will be subject to—and you the undersigned agree to the following:
Details of Marketing Services
A scope of work outlines the details of marketing tasks performed each month by Agency. The services may include but are not limited to: copywriting, strategizing, graphic design, website maintenance/updates, social media marketing, social media advertising, public and media relations and more.
Invoice & Payment Schedule
MARKETING RETAINER: If expenses are expected to go over this amount or information changes, AGENCY will seek written approval from CLIENT before further work begins.
CLIENT agrees to pay AGENCY in accordance with the terms defined in this document. All payments are non-refundable. Invoices will be issued monthly through the Bragg Media Client Portal, net 15. AGENCY reserves the right to refuse completion or delivery of work until past due balances are paid. The CLIENT understands that credit card processing services, and any other businesses not owned by AGENCY are not parties to this contract and are separate business entities from AGENCY.
CLIENT may cancel your services with AGENCY at any time. Upon cancellation, you will continue to have access to the AGENCY services and Bragg Media Client Portal through the end of CLIENT’s paid billing term. Access to services requires an active relationship. Cancelled accounts will not have access once the billing term has ended.
AGENCY may change its fees from time to time with 7 days’ prior notice, but with no advance notice required for temporary promotions or reductions in fees.
AGENCY makes no representations, warranties or guarantees for any recommendations of other business partners, including printers.
The CLIENT understands that the AGENCY has no control over the final printed product or availability of services due to the actions or inaction of a third party (ex: printer, website host, etc.) including third party applications.
AGENCY makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Further, AGENCY does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials.
Electronic Commerce Laws
Ownership, Trademarks & Provided Assets
CLIENT owns all graphics and files AGENCY creates during any month paid in full. CLIENT agrees that any materials provided are proofed and approved to be used in designs and are not owned or trademarked by a different entity. CLIENT is responsible for any materials provided and attest that they can be legally used in our designs. AGENCY is not liable for the materials CLIENT provides as it pertains
to license or trademark issues and CLIENT represent to AGENCY that all materials provided do not infringe on the intellectual property rights of third parties.
CLIENT agrees to indemnify, defend, and hold harmless AGENCY and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to:
(i) CLIENT’s breach of any of the terms of this Agreement,
(ii) CLIENT’s use of the services provided, and
(iii) infringement of third party’s intellectual property rights or other proprietary rights.
Legal Use of Content
CLIENT agrees to exercise due diligence in its direction to AGENCY regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances, as well as for arranging, prior to publication, any necessary legal clearance of materials we prepare.
Approval Required to Prevent Errors
AGENCY is not liable for errors or omissions. It is the CLIENT’S responsibility to check proofs, comps, and other deliverables for accuracy in all respects, ranging from spelling to technical illustrations. In no event shall AGENCY or its suppliers be liable for any damages (including, without limitation, negligence, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials provided by AGENCY, even if AGENCY or a AGENCY authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In no event shall the total liability of AGENCY under this agreement exceed twenty-five dollars ($25), regardless of the cause of action, in tort, contract, or otherwise.
Protection of Property and Quality of Work
AGENCY will take all reasonable precautions to safeguard the property CLIENT entrusts to AGENCY. In the absence of negligence on AGENCY’s part, however, AGENCY is not responsible for loss, destruction or damage or unauthorized use by other parties of said property. AGENCY will use best efforts to protect against any loss to CLIENT through the failure of vendors, media, or others to perform in accordance with their commitments. However, AGENCY is not responsible for failure on the part of third parties.
Abuse of Contract
By signing this AGREEMENT, CLIENT acknowledges that AGENCY will manage the project according to its own protocols. Any attempt or requirement by CLIENT to define project process or otherwise run the project may result in project termination.
AGENCY’s services are meant for the reasonable use of a single individual from a small business. If AGENCY discovers that CLIENT is not in alignment with or violates AGENCY’s values, or are abusing AGENCY’s services or team in any way AGENCY reserves the right to cancel CLIENT’s account.
CLIENT’s right to use the services and client portal from AGENCY shall terminate upon CLIENT’s breach of any term of this Agreement.
Termination of Contract
The term of this agreement will continue as outlined or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:
Upon CLIENT’s contract breach, AGENCY may terminate the project upon written notice and will deliver all originally-CLIENT owned intellectual property in AGENCY’s possession. If this happens, CLIENT will be granted no right or license to the work.
Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. If this happens, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all originally-CLIENT-owned intellectual property in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to the paid-for work.
Termination Without Just Cause:
Upon non-breach-of-contract project cancellation by CLIENT, CLIENT will, in addition to any costs already paid, pay the balance of the agreement within 15 days of the cancellation notice. In such case, CLIENT will be granted no right or license to the work. Upon any planned-for or imposed termination of the project, CLIENT will indemnify and hold AGENCY harmless
for any loss or expense (including attorney’s fees), and agree to defend AGENCY in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of South Carolina applicable to agreements entered into and performed in the State of South Carolina. This agreement is AGENCY’s entire understanding and may not be modified in any respect except when mutually executed. If AGENCY must retain attorneys to collect on invoices, AGENCY will be entitled to CLIENT’s payment of reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
By default, CLIENT agrees to provide AGENCY with a non-exclusive right and license to publish CLIENT’s work in AGENCY’s portfolio, social media or other communication efforts. AGENCY will attempt to seek written permission before promoting anything publicly. If CLIENT would like to revoke this right, please notify AGENCY team in writing [email protected]
UPDATED: May 25, 2020