Terms and Conditions
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust
The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide MadMarketing.Digital with everything needed to complete the Services as, when and in the format requested by MadMarketing.Digital.
MadMarketing.Digital has the experience and ability to do everything MadMarketing.Digital agreed to for Client and will do it all in a professional and timely manner. MadMarketing.Digital will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
MadMarketing.Digital warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation MadMarketing.Digital may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, MadMarketing.Digital); (iii) MadMarketing.Digital has the full right to provide Client with the assignments and rights provided for herein; (iv) MadMarketing.Digital shall comply with all applicable laws in the course of performing the Services and (v) if MadMarketing.Digital’s work requires a license, MadMarketing.Digital has obtained that license and the license is in full force and effect.
EXCEPT AS SET FORTH IN THIS ATTACHMENT B, MadMarketing.Digital DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.
EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
Ownership and Licenses
MadMarketing.Digital agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that MadMarketing.Digital conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by MadMarketing.Digital individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by Client upon payment of all fees due to MadMarketing.Digital pursuant to this Agreement.
In the event that any such material is considered not to be a “work made for hire,” MadMarketing.Digital hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to Client, and agrees to execute such documents as Client may reasonably request, in order to assist Client in obtaining and protecting such rights.
MadMarketing.Digital agrees that MadMarketing.Digital has no interest in any materials that MadMarketing.Digital submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, MadMarketing.Digital shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion Thereof.
Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between MadMarketing.Digital and Client. Both Parties agree that MadMarketing.Digital is, and at all times during this Agreement shall remain, an independent contractor.
Term & Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written notice.
Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated earlier by Client without cause, Client agrees to pay MadMarketing.Digital any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. MadMarketing.Digital agrees to use the best efforts to minimize such costs and expenses
Termination for any reason shall not affect the rights granted to Client by MadMarketing.Digital hereunder. Upon termination, Client shall pay to MadMarketing.Digital all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by MadMarketing.Digital as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid MadMarketing.Digital in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, MadMarketing.Digital shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. MadMarketing.Digital hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
Clients understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with MadMarketing.Digital to keep the project moving forward. Payments for each invoice delivered by MadMarketing.Digital to Client are due on receipt. In case of overdue payments, MadMarketing.Digital reserves the right to stop work until payment is received.
Client shall reimburse all expenses that are reasonable and that have been authorized in writing by Client in advance; payable within 14 days of itemized invoice.
Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
Indemnification and Limitation of Liability
MadMarketing.Digital agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through MadMarketing.Digital’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of MadMarketing.Digital’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless MadMarketing.Digital from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, MadMarketing.Digital SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, MadMarketing.Digital’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, MadMarketing.Digital’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE MadMarketing.Digital UNDER THIS AGREEMENT.
Right to Authorship Credit
Both Parties agree that when asked, Client must properly identify MadMarketing.Digital as the creator of the deliverables. Client does not have a proactive duty to display MadMarketing.Digital’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than MadMarketing.Digital.
Client hereby agrees MadMarketing.Digital may use the work product as part of MadMarketing.Digitals portfolio and websites, galleries and other media solely for the purpose of showcasing MadMarketing.Digitals work but not for any other purpose.
MadMarketing.Digital will not publish any confidential or non-public work without Client’s prior written consent.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of MadMarketing.Digital’s primary business location (the “MadMarketing.Digital’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the MadMarketing.Digital’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or Instrumentalities.
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have
an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.