TERMS OF SERVICE | Social Media & Marketing
Refunds and cancellations: There are no refunds once work begins, beyond the 3 days provided by law. To cancel monthly management services, please email the request at least 30 days before the next billing cycle. Email: firstname.lastname@example.org or email@example.com.
Fees are payable by credit card or check.
Payment terms for Contract Work such as Social Media Management: Month 1 payment: upon contract signature(s), full payment for month 1 is due within 5 days of start. Month 2 and thereafter: invoice will be sent on the first of each month. Payment is due on the 5th of each month.
Payment terms for Websites, Graphic Design, Print, Consultation, etc.: RMG accepts a retainer of 50% against the balance due on projects with the final payment due upon completion/launch. The retainer is non-refundable.
Client Responsibilities: Client agrees to respond to all communications and requests within 24-48 hours, or must make best effort to alert RMG that Client will respond by a certain time.
Client Confidentiality: It is our policy to keep active client’s campaigns safe and confidential, unless written permission is provided. However, non-proprietary information and techniques we utilize across all client campaigns may be shared occasionally with others as necessary. Please keep in mind that ROI is never dependent solely upon traffic or traffic sources. It is Client’s responsibility to convert visitors into sales or potential sales. Due to the nature of the business, we are unable to provide a guarantee of sales or opt-ins from any traffic source we use, nor can we guarantee a percentage of growth.
Ownership, Rights, Proprietary Information, Publicity– By signing this agreement, Client guarantees that all elements of text, photos, or other artwork are either owned by Client or Client has permission to use and that no content delivered to Rockfish Media Group (RMF) infringes on any copyright, trademark, trade secret of a third party. Client agrees to protect RMG from any claim (by a third party) of misuse of their intellectual
property. If necessary, Client agrees to provide RMG with license agreement from third party, if applicable.
RMG retains and reserves copyright to all data, files, logos, and other materials created by RMG for Client and grants Client all usage rights upon PAYMENT IN FULL OF THIS CONTRACT. CLIENT RETAINS COPYRIGHT TO ITS MATERIALS supplied to RMG, including logos, photos, and any other content supplied to RMG for use during this project. RMG may alter or modify content to complete this project as it sees fit. To be clear, Client is granted all rights to their media, website, ad(s), collateral marketing materials UPON PAYMENT IN FULL of this contract and therefore OWNS their website or other completed project. Until that point, RMG shall own all rights, titles, interest and copyright of and to all artwork, designs and work created for this project, in keeping with any other terms and limitations regarding the original scope of work for said contract. Additionally, signing this contract implies permission for RMG to use final delivered project(s) to promote its services in all manners.
RMG agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) RMG develops, learns or obtains in connection with Services or that are received by or for Client in confidence, constitute “Proprietary Information.” RMG will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Client shall not be obligated under this paragraph with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of RMG. Upon termination and as otherwise requested by Client, RMG will promptly return to Client all items and copies containing or embodying Proprietary Information, except that RMG may keep its personal copies of its compensation records and this Agreement. RMG also recognizes and agrees that RMG has no expectation of privacy with respect to Client’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that RMG’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice. RMG further agrees that any property situated on the Client’s premises and owned, leased or otherwise possessed by the Client, including computers, computer files, email, voicemail. storage media, filing cabinets or other work areas, is subject to inspection by Client personnel at any time with or without notice.
As additional protection for Proprietary Information, RMG agrees that during the period over which it is (or is supposed to be) providing Services (i) and for one year thereafter, RMG will not encourage or solicit any employee or consultant of Client to leave Client for any reason, and (ii) RMG will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Client, and RMG will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Client. To the extent allowed by law, any license to Client hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, RMG agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, Client may and is hereby authorized to use RMG’s name in connection with promotion of its business, products and services and to allow others to do so. To the extent any of the foregoing is ineffective under applicable law, RMG hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. RMG will confirm any such ratifications and consents from time to time as requested by Client.
If any part of the Services or Inventions is based on. incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned or licensed by RMG and not assigned hereunder, RMG hereby grants Client and its successors a perpetual, irrevocable, worldwide royalty-free, nonexclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Client’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
Warranty: RMG 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 RMG may have to others; (ii) all work under this Agreement shall be RMG’s original work and 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, RMG); (iii) RMG has the full right to provide the Client with the assignments and rights provided for herein; (iv) RMG shall comply with all applicable laws and Client’s safety rules in the course of performing the Services and (v) if RMG’s work requires a license, RMG has obtained that license and the license is in full force and effect.
Termination: If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days written notice unless the breach is cured within the notice period. Client also may terminate this Agreement at any time, with or without cause, upon ten (10) days’ notice, but, if (and only if) without cause, Client shall upon termination pay RMG all unpaid and undisputed amounts due for Services completed prior to notice of termination.
To cancel monthly management services, please email the request at least 30 days before the next billing cycle.
Relationship of the Parties: Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. RMG is an independent contractor and is solely
responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance. Client agrees to indemnify, defend and save RMG and its employees and independent contractors harmless from any and all claims and threatened claims by any third party, including employees of either party, content approved by Client for digital distribution, and print collateral content approved by Client.
Assignment: This Agreement and the services contemplated hereunder are personal to RMG and RMG shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Client. Any attempt to do so shall be void.
Notice: All notices under this Agreement shall be in writing. and shall be deemed given when personally delivered, sent by confirmed telecopy or other electronic means, or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.
Miscellaneous: 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 changes or modifications or waivers to this Agreement, will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force
and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the state of Maryland without regard to the conflicts of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Talbot County, Maryland, and each party consents to the jurisdiction thereof. In any action or proceeding to enforce rights under this Agreement. the prevailing party will be entitled to recover costs
and attorneys’ fees. Headings herein are for convenience only. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein.
Specific to Digital Media Practices: It is the Client’s responsibility to provide RMG with all content for their project. This may include, but is not be limited to, text, photos, forms, verbal descriptions of ideas for site/ad/logo. Photos and text should be delivered in digital form and in proper size.
Additional fees may occur if content is not delivered in this manner, in which case, Client would be notified. Client should be aware of what he/she needs to gather for RMG to begin a project. A clear checklist may be provided to Client to ease this process. Client may deliver content as it becomes available or all at once. RMG reserves the right to delay start of project until all content is in-hand, when applicable. If Client fails to deliver content within 3 months of contract signature date, project is deemed “inactive”. Client may “re-activate” project but the complete project fee will be due upon reactivation, prior to work resumption.
RMG is not responsible for text creation. We are happy to provide guidance for this part of your project and always provide professional editing to client copy at NO ADDITIONAL COST. If Client wants RMG to generate professional text, client will meet with RMG to provide assistance, ideas and direction, and agrees to pay $75/hr. for this service.
Photos– Client will supply image files in editable formats such as .jpg, .png, .pdf, or vector files, etc., with the exception of those created as part of this contract by Melissa Grimes-Guy Location Photography, Inc. All photos should be HIGH RESOLUTION digital format. Stock libraries will be suggested if necessary. For a fee of $50/hr., RMG will search libraries for client and provide a folder of options. (Image size requirements will be clearly stated in consultation meetings.) All images MUST be property of the Client or Client MUST supply permission to use from photographer(s) to RFG.
For advertising/marketing, Client will provide RMG with detailed goals. Client will provide all information necessary to complete project such as digital logo, fonts, business colors, etc.
Please note that RMG believes in transparent and clear communication with clients. We will ALWAYS endeavor to complete and deliver all work originally agreed upon in a timely manner. Client is free to contact RMG and its representatives at ANY time to ask questions, submit suggestions and generally remain aware of progress on their project. If work is demanded in a shorter time than customary for any part of a project, rush fees may apply. RMG will never apply rush fees without prior client approval.