Here are the terms that all clients agree to upon checking out on this website and or execution of an Agency Service Agreement
Outlined below are the terms and conditions for the Agency Services Agreement.
This Girard Media Agency Service Agreement (the “AGREEMENT”) is entered into effect on the date of Online Purchase and or Execution of the Agency Service Agreement, between Girard Media (“AGENCY”) and the Client as listed on the invoice and account as (“CLIENT”). All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
Monthly Services Minimum Term will auto renew without a 30 day cancellation notice in writing.
Scope of this Agreement. This Agreement applies to any service, photograph, graphics, digital assets, or anything provided by the Agency and delivered to the Client (collectively known as “SERVICES”) for the Agency Services Agreement. This Agreement governs the relationship between the parties and in no event shall any e-mail communication or other exchange, amend, or otherwise modify the terms of this Agreement unless agreed to in writing.
Rights: All Services and rights relating to them, including copyright and ownership rights in the media in which the Services are stored, remain the sole and exclusive property of the Agency. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Services only for promotional or advertising purposes directly related to the project description. Services used for any purpose not directly related to project description must be with the express permission of the Agency and the payment of additional fees unless otherwise agreed to in writing. Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to a term of either one (1) year from the date of this Agreement, or (2) at the termination of Client’s representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Agency’s permission and additional fees. Rights are assigned to the Client immediately upon delivery of the Services.
Relationship of the Parties: The parties agree that Agency is an independent contractor and that neither the Agency, nor Agency’s employees or contract personnel are, or shall be deemed to be employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Agency and the Services or any other deliverables prepared by Agency shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.
Creation: The manner and method of creating all deliverables are solely at the discretion of the Agency and the Client has no right to control the Agency’s manner and method of performance under this Agreement. The Agency will use his/her best efforts to (1) ensure that the creative conforms to Client’s specifications; (2) submit all creative assets to Client in publishable quality, on or before the applicable deadlines; (3) If the deadline has increased due to approvals or any other delay the Agency shall attempt to deliver the creation as soon as possible.
Delivery: Agency will create the best deliverable finished product for the Client in each service case and budget. The Agency is deemed to be the professional and the Client has completed their due diligence prior to hiring the Agency for services. The Agency does not guarantee results or profitability through any program offered. All delivery of digital files, photographs, images, and videos in standard formats such as JPEG, TIFF, PNG, MOV, MPEG, MP4, will be created at a resolution the Agency determines to be suitable for the creative as licensed. It is the Client’s responsibility to verify and approve that the digital files are suitable for production and reproduction use. If the digital files are not approved or deemed suitable, the Client should notify the Agency within five (5) business days. The Agency’s sole obligation will be to replace the files, photos, or images as a suitable resolution. In no event will the Agency be liable for poor reproduction quality, delays, or subsequent damages as a result. Agency has no obligation to retain or archive any Files, Photos, Images, Files, or digital assets delivered to the Client. Timely approvals are required to ensure edits or changes to the deliverables can be made in time before it is published. The Client will not hold the Agency liable for any published content that is deemed to be in the best interest of the Client for marketing purposes. All leased websites will be owned and managed by the Agency under the agreement. All leased page and blog content will be exported and delivered plain text if requested. All custom website files will be delivered in a compressed format after the project completion for your records. All advertising launched by the Agency will remain the property of the agency if set up in our accounts. If we agree to use any client accounts, they will remain the property of the Client. The Client will grant the Agency the right to run advertisements on behalf of the client with delivery methods through analytics and reporting of the campaigns. Results are not guaranteed and all benchmarks set forth in the proposal are merely estimates that may be over or under the actual amount depending on a number of factors. Support for all account related activity can be accessed by submitting a ticket by emailing support@girardmedia.com.
Fees & Expenses: All Agency Service payments are due immediately upon receipt. All recurring monthly Agency Service payments are due on the same day of the month corresponding with the contract start date. All costs not covered under this agreement will be invoiced separately and are due upon receipt. If monthly service payments are late, you may experience a degradation of the service and a 10% late fee for every 30 days you are late. We offer a 7 day grace period to accept any invoiced payments. If there is a planned service date for the Agency Services, payments are required no later than five (5) business days from the delivery of the services and payable irrespective of whether the Client makes actual use of the service or not. If full payment has not been received within thirty (30) days all rights are revoked at Agency’s discretion. In the event rights are revoked, all files in the possession of the Client will be removed from all forms of media and permanently destroyed within ten (10) days. The Client shall provide the Agency with a written statement that all delivered files that have not been paid for have been removed and destroyed. All advertising fees are paid in advance based on the budgeted spend. A credit card will be placed on file with the Ad Provider for the monthly spend. A credit card must be kept on file as a form of recurring payment for monthly invoices. All invoices sent after this signed agreement will follow these same terms unless another agreement is executed. All hourly service fees are provided in writing at the time of request and invoiced accordingly. A deposit may be required for hourly work and will be disclosed at the time of request.
Cancellation: No refunds are issued for any fees paid to Girard Media for services being rendered. Once the Agency Service Agreement is signed, Girard Media will start provisioning the purchased services. The Client is responsible for 100% of the fees including the entire term and balance set forth in the agreement. Cancellation must be made in writing within 30 days prior notice from the agreement renewal date. If no cancellation is provided, the term of this agreement will automatically renew.
Refunds & Collections: Girard Media does not provide refunds for any payments received. Girard Media reserves the explicit right to collect any unpaid funds set forth in the terms of this agreement within the extent of the law. The Customer will be assumed to have accepted the services unconditionally from the date of funds received.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Agency, and Agency shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by Agency.
Transfer & Assignment: The Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and the Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.
Indemnification: The Client will indemnify and defend the Agency against all claims, complaints, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of this Agreement. This will cover any creation or any use of the creative assets, files, photos, images, or materials furnished by Client. This will also cover any claims against loss of any data, website, digital assets, access, or anything else that is deemed to be a part of managing digital infrastructure. It is the client’s responsibility to maintain proper business practices, backups, and infrastructure to prevent catastrophic events. The client shall indemnify the Agency from any downtime or degradation of the service. The client shall indemnify all occurrences that are outside of the control of the Agency including natural disasters, catastrophic events, or any other reason. It is the Client’s responsibility to obtain the necessary model, license, or property releases to ensure they are in full effect and in force.
Law & Arbitration: This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of Florida. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Palm Beach County, Florida, United States, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Waiver: No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement, and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy.
Additional Fees: All digital services are not taxed. Any physical products will carry the appropriate tax rate. We accept Check or ACH payments with a 0% Fee. All Credit Card payments carry a 3% Convenience Fee added to the recurring invoice. Payments are due in advance or automatic withdrawal to prevent service disruption. Fees are waived at the sole decision and discretion of the Agency.
Authorization: You are engaging Girard Media (“AGENCY”), as an independent contractor to perform work as described in the package(s) or service(s) you have purchased. In the event access to your website, social media or any other access is necessary, you hereby authorize the contractor access and “write permissions” to all directories, platforms, and files of your accounts with any other provider. You will also grant the permission to install any necessary technology for results, maintenance, and security purposes.
Pricing & Payments: Once a Client of the Agency, you authorize the Agency to charge the payment method you submitted for all the invoices generated for the services rendered under this ongoing Agency Service Agreement.
Important: We will commence work effective immediately after the contract execution. All sales are final and refunds are only provided in certain circumstances at the Agency’s full discretion. The first 30 days of the agreement will be the launch transition, setup, and configuration. All monthly services will fully commence within 30 Days After launch. If you are currently using any services that are critical, make sure with your current provider there will not be any lapse in service. All benchmarking and results outlined are merely estimates. Results are not guaranteed and the Client agrees to have completed sufficient due diligence before making this investment.If you have questions or concerns about this agreement, please contact support@girardmedia.com prior to purchasing.