Terms of Service

1. Introduction

This Master Services Agreement (“Agreement”) is entered into between Girard Media LLC (“Girard Media,” “Agency,” “we,” or “us”) and any individual or business entity engaging our services (“Client,” “you,” or “your”). This Agreement governs all services, solutions, deliverables, and collaborations with Girard Media including digital marketing, design, development, automation, consulting, fractional roles, and licensed systems.

Acceptance of this Agreement occurs upon payment, form submission, email approval, digital signature, or any other action that initiates service delivery.

2. Scope of Services

2.1 Core Services

Girard Media provides a comprehensive suite of services, including but not limited to:

  • Advertising Campaigns (Search, Display, Video, Social)
  • Search Engine Optimization (SEO), Conversion Funnels, Marketing Automation
  • Website Design and Development (WordPress, Shopify, Webflow)
  • CRM Integration, API Automation, Email Systems, Analytics Setup
  • Visual Branding, Graphic Design, UX/UI Design, Motion Graphics
  • Video Production, Editing, Short and Long-Form Reels, Commercials
  • Audio Production, Voiceovers, Podcast Editing, Music Integration
  • Press Distribution, Media Mentions, Public Relations Strategy
  • KPI Dashboards, Analytics Tools, Reporting Frameworks

2.2 Industry Coverage

We support clients in SaaS, eCommerce, Real Estate, Legal, Finance, Insurance, Healthcare, Education, Government, Nonprofits, and Professional Services.

2.3 Engagement Models

  • One-Time Projects and Deliverables
  • Monthly Retainers and Service Subscriptions
  • Fractional Employment and Departmental Outsourcing
  • Reseller and White-Labeled Service Support
  • Platform Integration, Licensing, and SaaS Deployments
  • Each engagement is further defined by a formal Quote, Proposal, Invoice, Bill, Statement of Work (SOW), or Order Form.

3. Term, Renewal, and Cancellation

3.1 Minimum Commitment

Unless otherwise stated, all recurring service agreements have a minimum six (6) month term applied to the purchase.

3.2 Auto-Renewal

Recurring agreements renew monthly unless canceled in writing with at least thirty (30) days’ advance notice.

3.3 Cancellation

The Client may cancel at any time but is responsible for the full remaining balance of the service and term. No refunds or credits will be issued.

3.4 Dormant Engagement

Girard Media may pause or archive a project if Client becomes unresponsive for thirty (30) consecutive days. A reactivation fee may apply.

4. Payment Terms

4.1 Fees & Deposits

Projects require 100% prepayment unless otherwise agreed. Retainers are invoiced monthly and due in advance. All fees, deposits, and milestone payments are non-refundable under any circumstance, including:

  • Delays caused by Client
  • Change in business strategy
  • Subjective dissatisfaction
  • Platform or legal complications

4.2 Disputes & Chargebacks

Any payment dispute or chargeback initiated without prior notice is a material breach of this Agreement. Upon breach, all deliverables, rights, and access are revoked. A $350 administrative fee and all recovery costs will apply.

4.3 Collections

Unpaid invoices exceeding 30 days may be assigned to collections. Client agrees to pay all collection, attorney, and administrative costs incurred during recovery.

5. Ownership & Deliverables

5.1 IP and Licensing

All deliverables remain the property of Girard Media until paid in full. Upon final payment, Client receives a limited, non-exclusive license for internal use. Use beyond the agreed purpose or resale is prohibited unless explicitly licensed.

5.2 Duration of Use

Unless otherwise agreed, license rights granted under this Agreement expire after one (1) year or at contract termination, whichever occurs first.

5.3 Formats and Source Files

Deliverables are provided in standard formats (e.g., PNG, JPG, MP4, PDF). Source files (e.g., PSD, AI, Figma, raw footage) are not included unless expressly stated and may require an additional fee.

5.4 File Retention

Girard Media retains files for 30 days after project completion. Beyond that, recovery is not guaranteed and may incur retrieval fees.

5.5 Revocation of Rights

In cases of non-payment, all rights granted to Client are revoked. Client agrees to cease use and destroy all associated files if requested in writing.

6. Client Responsibilities

  • Provide accurate content, access credentials, and approvals in a timely manner.
  • Maintain backups and system-level redundancies for all assets not hosted by Girard Media.
  • Respond to review requests within ten (10) business days.
  • Use only legal and licensed materials in collaboration with the Agency.

7. Performance

Girard Media commits to delivering services with a high standard of professionalism. However:

  • No specific result, including leads, revenue, rankings, or ROI, is guaranteed.
  • Market conditions, platform changes, or industry volatility may impact performance.
  • Estimates and projections are not guarantees and may vary from actual outcomes.

8. Timelines

  • All delivery timelines are estimates and depend on full Client participation.
  • Client delays may shift timelines or require rescheduling.
  • Deliverables not reviewed within ten (10) business days of delivery will be considered approved.

9. Scope Revisions

Any request beyond the original project scope will be quoted and approved in writing as a Change Order. Scope additions may extend delivery timelines or require new scheduling.

10. Limitations & Disclaimers

10.1 Independent Contractor

Girard Media is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement creates a joint venture or employment relationship.

10.2 Platform Behavior

Girard Media is not liable for platform changes, policy shifts, bans, shadowbanning, downtimes, or API outages.

10.3 Legal & Compliance

Client assumes sole responsibility for complying with all applicable laws, including but not limited to: ADA, TCPA, CCPA, GDPR, HIPAA, CAN-SPAM, and FTC guidelines

10.4 Warranty Disclaimer

All services and deliverables are provided “as-is.” Girard Media disclaims all express or implied warranties, including merchantability or fitness for a particular purpose.

11. Messaging and Communications Compliance

Client is fully responsible for compliance with all applicable telecommunications laws, advertising laws, and message delivery regulations including:

  • TCPA
  • CTIA Guidelines
  • CAN-SPAM
  • Related local/international messaging laws

Girard Media provides integration and technical setup only and does not monitor message content or enforce regulatory standards. Client agrees to:

  • Use verified opt-in consent for all digital messages
  • Provide opt-out options and unsubscribe functionality
  • Avoid content that violates platform, carrier, or legal terms
  • Girard Media shall not be held responsible for message delivery issues, filtering, account restrictions, or fines. Client agrees to indemnify Girard Media for all messaging-related claims, enforcement actions, or platform restrictions.

12. Indemnification

Client agrees to defend, indemnify, and hold harmless Girard Media from any claims, losses, fines, legal actions, or liabilities arising from:

  • Client-provided content or strategy
  • Platform policy violations
  • Use or misuse of deliverables
  • Violation of applicable law or regulation

13. Authorization & Access

Client grants Girard Media all necessary access rights to systems, files, accounts, or platforms required to perform the services defined in this Agreement. This includes permission to configure, edit, and manage assets as needed for deployment.

14. Use of Client Logos, Testimonials, and Results

Unless otherwise agreed in writing: Girard Media may display Client logos, testimonials, screenshots, or anonymized data in portfolios, case studies, social media, and promotional materials. Client may revoke usage rights with 30 days’ written notice.

15. Non-Solicitation

Client agrees not to solicit or hire any Girard Media employee or contractor during the project and for twelve (12) months following its conclusion. Breach results in a fee equal to 12 months of the person’s last billed rate.

16. Confidentiality

Both parties agree to keep confidential all proprietary information shared during the engagement for a period of two (2) years after project termination.

17. Suspension & Reinstatement

Girard Media reserves the right to suspend service if:

  • Payments are not made on time
  • Client fails to respond or approve deliverables
  • Terms of this Agreement are violated

Services may be resumed upon full resolution and payment. A reinstatement fee may apply.

18. Governing Law & Venue

This Agreement shall be governed by the laws of the State of Florida. All legal disputes will be resolved in the courts of Pinellas County, Florida. If local jurisdiction is challenged, a secondary jurisdiction in the Client’s state may be used.

19. Enforcement

If any section of this Agreement is deemed unenforceable, the remainder remains valid. Failure to enforce a clause does not constitute a waiver. Sections 4, 5, 9, 10, 11, 12, 15, and 18 survive termination.

20. Force Majeure

Girard Media is not liable for delays or failures due to causes outside its control, including:

  • Acts of God
  • Natural disasters
  • Internet outages
  • Governmental restrictions
  • Platform outages or updates

21. Digital Acceptance

Client agrees to be legally bound by this Agreement upon:

  • Payment
  • Form submission
  • Signature (electronic or written)
  • Email confirmation
  • Service use

This Agreement is fully enforceable in any legal jurisdiction as if physically signed.

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