Terms of Service

1. Acceptance of Terms

Welcome to Girard Media. By accessing or using our website (girardmedia.com), client portal, or any of our services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Girard Media ("Company," "we," "our," or "us"). We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting.

2. Services

Description of Services

Girard Media provides digital marketing, advertising, creative, technology, and related professional services as described in individual service agreements, statements of work, or proposals. Our services may include, but are not limited to:

• Digital advertising and media buying
• Search engine optimization (SEO)
• Social media marketing and management
• Content creation and marketing
• Website design and development
• Brand strategy and creative services
• Marketing automation and technology implementation
• Analytics and reporting

Service Agreements

Specific services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) or Service Agreement that references these Terms. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

3. Client Responsibilities

To ensure successful delivery of services, you agree to:

• Provide accurate and complete information necessary for service delivery
• Grant reasonable access to required platforms, accounts, and systems
• Review and approve deliverables within agreed timeframes
• Designate an authorized point of contact for project communications
• Ensure all materials provided to us do not infringe on third-party rights
• Comply with all applicable laws and platform policies
• Make timely payments as agreed

4. Payment Terms

Fees and Invoicing

All fees for services will be specified in the applicable Service Agreement. Unless otherwise stated:

• Retainer fees are due at the beginning of each billing period
• Project fees may require a deposit before work commences
• Invoices are payable within thirty (30) days of receipt
• All fees are in US dollars and exclusive of applicable taxes

Late Payments

Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services if payment is more than fifteen (15) days overdue.

Ad Spend and Third-Party Costs

Advertising spend, media costs, and third-party vendor fees are separate from agency service fees. These costs are typically paid directly by the Client or invoiced separately with pass-through pricing.

5. Intellectual Property

Client Materials

You retain ownership of all materials, content, and intellectual property you provide to us. By providing such materials, you grant us a non-exclusive license to use them solely for the purpose of delivering our services.

Deliverables

Upon full payment, you will own all final deliverables created specifically for you under the Service Agreement, except for:

• Pre-existing Materials: Any tools, templates, methodologies, or materials we developed prior to or independently of our engagement
• Third-Party Materials: Stock images, fonts, software, or other licensed materials
• Agency Tools: Proprietary processes, frameworks, and technologies

Portfolio Rights

We may display work created for you in our portfolio and marketing materials unless you provide written notice to opt out. We will not disclose confidential business information in such displays.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. This obligation survives termination of services. Confidential information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is disclosed pursuant to legal requirement (with notice where permitted)

7. Warranties and Disclaimers

Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to enter into this agreement and provide the services
• Our work will not knowingly infringe on third-party intellectual property rights

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee specific results, rankings, traffic, or revenue outcomes. Marketing results depend on many factors outside our control, including but not limited to market conditions, competition, product quality, and platform algorithms.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GIRARD MEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Our total liability for any claims arising under these Terms or any Service Agreement shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Girard Media and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of any applicable law or third-party rights
• Materials you provide that infringe on intellectual property rights
• Your products, services, or business practices

10. Term and Termination

Term

The term of services will be specified in the applicable Service Agreement. Month-to-month engagements may be terminated by either party with thirty (30) days written notice.

Termination for Cause

Either party may terminate for cause if the other party materially breaches these Terms or the Service Agreement and fails to cure such breach within fifteen (15) days of written notice.

Effect of Termination

Upon termination:

• You shall pay all fees for services rendered through the termination date
• We will deliver any completed work product
• Both parties will return or destroy confidential information
• Sections regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive

11. Client Portal Terms

If you use our client portal (GirardOS), the following additional terms apply:

• Account Security: You are responsible for maintaining the confidentiality of your login credentials
• Authorized Users: You may grant access to your team members and are responsible for their compliance with these Terms
• Acceptable Use: You agree not to misuse the portal, attempt unauthorized access, or interfere with its operation
• Data: You retain ownership of your data uploaded to the portal. We may use aggregated, anonymized data for analytics and service improvement

12. Dispute Resolution

Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt to resolve disputes through good-faith negotiation. Either party may send a written notice describing the dispute, and the parties shall meet (in person or virtually) within thirty (30) days to attempt resolution.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Pinellas County, Florida, and the parties consent to personal jurisdiction in such courts.

13. General Provisions

Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any successor or acquirer of our business.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, strikes, or governmental actions.

Notices

All notices under these Terms shall be in writing and delivered via email to the addresses specified in the Service Agreement, or to the following for the Company: legal@girardmedia.com.

14. Contact Information

If you have questions about these Terms of Service, please contact us: