Terms of Service

Parties and Term of Contract

This agreement is between Brassbound Inc. (‘Agency’) and you the (‘Client’) .

Scope of Work

During the term, Agency shall provide Client with marketing communications and advertising consulting services for a mutually agreed upon price as set forth in the Response to the Request for Proposals for Client and the Cost Estimate, except to the extent that funds identified for Digital Asset Creation are repurposed as mutually agreed. In addition to the terms set forth in this Agreement, the Request for Proposals, the Response to the Requests for Proposals any terms set forth in a Cost Estimate, that is signed by Client shall be incorporated into this Agreement.

Confidentiality

Agency, on behalf of its principal, agents, employees, and subcontractors (collectively the “Agency”) acknowledges that during the engagement it will have access to and become acquainted with various trade secrets, records and client information used by Client in connection with the operation of its business, including, without limitation, Client’s business methods, client and prospect lists, client data, and procedures. Agency agrees not to disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with Client. All files, records, documents, letters, notes, media lists, original artwork and similar items relating to Client whether prepared by the Agency or otherwise coming into its possession, shall remain the exclusive property of Client. Agency shall not retain any copies of the foregoing without client’s prior written permission. Upon the expiration of this contract, Agency shall immediately deliver to Client all such files, records, documents, information and other items in its possession or under its control.

Liability

The services and the work product of agency are sold “as is”; agency does not warrant the software / products / services described herein to operate error free or free of defects or that data loss will not occur. In all circumstances, the maximum liability of agency (including its agents) to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the fees paid to the agency with respect to this agreement. In no event shall agency be liable for any lost data or content, corrupted data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages, or attorney’s fees, arising out of or relating to the materials or the services provided by agency, even if agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. Any action against agency must be brought within two (2) months after the events giving rise to the cause of action occur.

Governing Law

This Agreement shall be governed by the laws of the State of Maine.

Termination

Either party may terminate this Agreement (or terminate or reduce a Cost Estimate) by giving not less than sixty (60) day prior written notice of termination. If this Agreement or a Cost Estimate is terminated or reduced by Client pursuant to the notice set forth herein, Client agrees to pay the fees as set forth in any Cost Estimate(s) during the sixty (60) day termination notice. Should Client terminate or reduce a Cost Estimate that does not require payment of a monthly fee, Client shall pay Agency for all services to be rendered pursuant to the applicable Cost Estimate(s) during such sixty (60) day notice period, regardless of the level of services requested by Client during said notice period.

Any third-party contracts that cannot be canceled and are still existing at the termination of this Agreement, shall be assigned to Client or Client’s representative and Agency will be released from any related obligations. Any materials or services Agency has committed to purchase for Client (or any work performed but uncompleted and previously approved by Client either specifically or as part of a plan), shall be paid for by Client and Agency shall receive applicable compensation. Client shall indemnify Agency against any expense or loss Agency may incur as a result of a claim by such third party arising after the assignment of said contract.

Upon termination of this Agreement and upon receipt of final payment of all amounts owed by Client under this Agreement, Agency will transfer, assign and make available to Client or its representative all property and materials in its possession or control belonging to and paid for by Client. Agency also will reasonably cooperate in transferring to you, with the approval of third parties in interest and after being released from all obligations relating to the same, all reservations, contracts and arrangements with others for services and materials yet to be used. Upon termination of this Agreement for any reason, neither party will make an announcement or release of any kind to the press or other news media without the written consent of the other.

Trademark Clearance And Registration

Client agrees that they bear the responsibility of trademark registration and clearance on any work produced by the agency. This includes but is not limited to branding, naming and design work. Any agency research on the matter will be done as a courtesy and not a replacement for consulting a legal professional.

Rights Secured

Client guarantees that any elements of text, graphics, photos, designs, trademarks, computer code or artwork provided to Agency are owned by Client, or Client has obtained sufficient permission to use such from a third party prior to providing Agency access to the materials. Client will indemnify and hold Agency, its officers, employees, and agents harmless against any and all claims, liabilities, damages, losses, and expenses should any claim, liability, damage, loss, or expense be sought against Agency in connection with any use of such third-party materials.

Copyright Provisions

For the purposes of this agreement, if Agency produces any graphics or original photos or videos for Client, Agency hereby grants to Client, and Client hereby accepts, an unlimited, unrestricted, royalty-free, fully paid, worldwide and nonexclusive use of such completed graphics. Agency retains the copyright to any source files used in creating client graphics, these file types include but are not limited to Photoshop, Illustrator, Indesign, Premiere Pro, and After Effects files. If the client needs source files from the Agency, there may be additional licensing fees.

Agency Availability

Agency’s working hours are (generally) 8:30 a.m. – 5:00 p.m. EST Monday through Friday. Consulting outside these hours is highly discouraged. If requested, such time may not be available or possible. However, if it (1) is available / possible, and (2) is agreeable to Agency, such work will incur a rate at 1.5x the hourly rate quoted above.

Ownership Of Advertising And Analytical Reporting Accounts

As an agency we create new advertising accounts for each client and maintain ownership of these accounts when our relationship with the client is terminated. This includes but is not limited to accounts setup in META Ads Manager, Google Ads (including YouTube), LinkedIn Ads and programmatic platforms.

We do our best to transfer any analytical accounts to the client upon termination. This includes Google Analytics and Google Tag Manager. We will remove any goal conversions we have set up, as our method for doing this is proprietary.

At the time of termination, clients can request any needed reports that the agency can provide