TERMS OF BUSINESS

By accessing and using this service, you accept and agree to be bound by the terms and provision of this agreement.

 

1. DESCRIPTION OF SERVICES. Beginning on the effective date listed in Exhibit A Statement of Work) Agency will provide the following services listed (collectively in the “Scope of Work”) in Exhibit A that will accompany all Service Agreements.

 

2. TERM. The Client agrees that this agreement shall continue for the "term" from the date of this agreement. Once the "term" is reached, the campaign will continue to roll on until the client provides the company 30 days' written notice. In the event that the Client terminates the Agency's services within the "term" from the date of this agreement, the Client agrees that they shall be liable for and pay the Monthly Fee for the balance remaining of the "term".

 The Client shall give feedback within the timeframe as stated in the timeline provided by the Agency to avoid delays. The Agency reserves the right to terminate the agreement in any of the following circumstances:

 

  • the Client does not contact / respond to requests by email or telephone within ten (10) working days.

 

  • the Client’s instructions deviate from this agreement and/or the Client refuses to pay any additional fees if required to do so for any additional work required.

 

  • the Client fails to provide content, and/or any additional information requested by the Agency within the reasonable deadlines stated.

 

  • the Client has more than 1 outstanding invoice in the balance.

In the event of any of the above stated occurrences, the Agency may terminate the agreement in writing. Should the Agency proceed with a termination, the Client is responsible for the remaining balance to be fulfilled in the Agreement.

3. PAYMENT SCHEDULE. Payments for all Invoices or fees issued by Agency to Client related to the Scope of Work are due upon receipt. If Client does not pay Agency any amount payable under this Agreement within 5 days after invoice is due Agency has no obligation to complete any and all work listed within the Scope of Work until they have received full payment for any Services they provide.
 

4. WARRANTY. Agency shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Agency’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to DPG Worldwide on similar projects. Agency will maintain reasonable standards to ensure the content created that is part of their Services rendered is in line with Client’s expectations as stated in Exhibit A. In the event that content is not in line with terms established in Exhibit A, Agency liability shall be limited to correcting and/or improving the content. If Agency fails, for any reason, to complete any of the Services outlined in Exhibit A, Agency liability shall be limited to a refund or credit of the amount paid for the non-completed portion of the Services provided in Exhibit A. The Client acknowledges that the Agency  makes no warranty that our service will guarantee any increase in traffic, sales, business activity, profits or any other form of improvement for the Client’s business or any other purpose. The Client shall indemnify the Agency for any damages or losses arising from or as a consequence of the provision of the Services.

 

5. AMENDMENTS. This Service Agreement may be amended and or modified at any time in writing if signed and agreed upon by both parties.

 

6. CONFIDENTIALITY. Agency will not, during and after the term of this Agreement, disclose Confidential Information, belonging to the Client, to any third party or use the Confidential Information for any purpose other than the performance of the Services on behalf of Client. Agency will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information. “Confidential Information” means any nonpublic information that relates to the actual or anticipated business, research, or development of Client, any proprietary information, trade secrets, and knowhow of Client that is disclosed to Agency by Client, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information is the sole property of Client, its subsidiaries, or their affiliates, as applicable.

 

7. INTELLECTUAL PROPERTY. All work product created by Agency while providing the services described in Exhibit A will be the sole property of Client. Client will retain rights of to reuse content for internal communications and external marketing efforts. Work product that constitutes copyrightable subject matter will be considered “works made for hire” as that term is defined in the United States Copyright Act. Any and all creative, analytical and marketing content developed for Client by Agency can be utilized for various other campaigns in the future by Client. Client will retain full ownership over all materials, items and content created for their campaigns upon completion and full payment by Client to Agency. 

 

10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

11. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

12. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of California.

 

13. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered via email or by certified mail, return receipt requested, to the address  set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

 

14. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

 

15. SIGNATORIES. This Agreement shall be signed by representatives listed below and effective as of the date first written above.