1. SERVICES

Bantamedia (“Provider”) agrees to perform the Services as defined in Proposal for each Client. Client agrees to pay Provider in accordance with Fees as defined in Proposal.

• Relationship Between Parties

Provider will act as an independent contractor under the terms of this Agreement to perform specific Services for the Client. Nothing in this Agreement shall be construed to constitute the parties as employer and employee, partners, joint venturers, or otherwise as participants in a joint undertaking; or grant either party the power to control the daily activities of the other party. As an independent contractor, Provider is solely responsible for all taxes and withholdings.

• Provision of Information

Client shall deliver to Provider such information as is reasonably required for Provider to effectively perform the Services listed in Proposal. If Client does not deliver requested information to Provider in a timely matter, the delay may impede the Provider’s completion of Services according to the proposed timeline, but it shall not impede regular monthly payments by the Client. If Client cannot deliver requested information to Provider, then the Client shall not hold the Provider liable for failure of execution of Services.

• Restrictions on Use

Unless Client is predesignated as a White Labeling Partner Agency, the Service is for the sole use within Client’s own organization and by Client’s own employees or agents. The Service may not be shared with affiliates or third parties.

2. CONFIDENTIALITY

• Proprietary Information

In the course of providing the Scope of Work defined in this Agreement, the Provider may receive or gain access to information relating to the Client’s products and services, client and vendor lists, creative works, marketing strategies, pending projects, market information, technical know-how and other data that may present an advantage over competitors who do not know or use the information (“Proprietary Information”), which may be confidential in nature. The Client may similarly receive or gain access to Propriety Information relating to the Provider’s business.

By entering into this Agreement, both parties agree to preserve and protect the confidentiality of any Proprietary Information encountered during the term of Services. Neither party shall disclose or disseminate the other party’s Proprietary Information for its own benefit or for the benefit of any third party. Under no circumstances shall either party sell, publish, display, copy, distribute, or otherwise make available the other party’s Proprietary Information in any form, except as expressly permitted by this Agreement.

Both parties’ duties to preserve and protect the confidentiality of the other party’s Proprietary Information shall remain in effect indefinitely.

3. WARRANTY

Provider warrants that:

• It has qualified personnel and adequate resources to deliver the Services in a timely and efficient manner, and the necessary experience required to perform the Services in a competent and professional manner.

• All content produced under this Agreement shall be the Provider’s original work, and none of the Services will knowingly infringe, misappropriate or violate any intellectual property, copyright or other right of any person or entity (with the exception of fair use, which allows copyrighted material to be quoted for the sake of reporting or education.)

• Provider shall have no liability for any loss, loss of profit or revenue, or any consequential, indirect, incidental, or exemplary damages to the Client’s business caused by or alleged to have been caused by the performance of these Services according to this Agreement.

• Provider shall comply with all applicable laws in the course of performing the Services.

However, Client acknowledges that Provider cannot guarantee results for Services, such as media coverage or search engine rankings, as such outcomes are based on subjective and variable factors out of the Provider’s control.

4. TERM, TERMINATION

• Term

The initial term of this Agreement shall be a period of 6 months. This Agreement shall remain in effect for the entire term of working relationship.

• Termination Due to Breach

If either party breaches a provision of this Agreement, the other party may terminate this Agreement upon five (5) days’ written notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall be entitled to pursue legal remedies against the breaching party, including injunctive relief, bill collection fees and attorney’s fees. Upon termination, Client shall pay Provider all unpaid amounts due for Services agreed to within the Proposal.

• Termination Without Cause

The Agreement may not be terminated without cause during the initial term. Both parties agree that the types of Services performed through this Agreement require longer-term efforts and consistent resources to secure noticeable results. As such, by entering into this Agreement, both parties agree to complete the initial term of the Agreement, as defined in the timeline included in the Proposal.

5. PAYMENT TERMS

Provider shall submit monthly invoices to Client for the Service Fees outlined in Proposal, according to selected monthly retainer package. Invoices must be paid in full within 30 days of receipt. If full payment is not made within 30 days, a charge equal to one and one-half percent (1.5%) of the invoice will be added to the balance due, not to exceed the maximum legal limit permitted by law. If full payment of balance including late fees is not made within 60 days, the Client will be in breach of this Agreement. Please refer to Proposal for rates, timelines, and fee schedules specific to your project.

• Royalties. Client agrees to pay any agreed upon royalties at the agreed upon rate within the contract, on a quarterly basis. Failure to pay results in a 3% penalty fee per week until funds are released.

6. MISCELLANEOUS
• Waiver, Modifications. 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 communicated in writing and signed by both parties.
• In the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions in this Agreement shall otherwise remain in full force and effect and enforceable.
• Governing Law. The interpretation of this Agreement, and all matters relating to it, shall be governed by the laws of the State of Ohio applicable to agreements executed and performed in this State. Any legal action or dispute relating to this Agreement shall be brought exclusively to Ohio.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations or understandings, written or oral, relating to the Service. Any alterations or amendments to this Agreement must be made in writing and signed by both parties.
• Uncontrollable Events. No party shall be liable for any delay or failure in its performance of any acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of the party. These reasons may include: fire, earthquake, flood, explosion, strike, riot, war, terrorism, or other Force Majeure Events. However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable, notify the other party of this event and its impact on their performance of this Agreement. Any act delayed by such causes shall be postponed for a period equal to the period of delay.

7. PROMOTIONAL RELEASE

• Portfolio Release. Client agrees that Provider has the right to use materials created pursuant to this Agreement for its portfolio, with the purpose of showcasing work samples.
• Promotional Release. Client grants inclusive access and rights for Provider to use any non-sensitive information, branding, testimonials as marketing materials for Provider’s future endeavors. Materials will in no way be used to harm or negatively portray the Client and will be used strictly for Provider’s marketing and promotional purposes.

8. Don’t be a DICK clause

• Reengineering Marketing Ideas. Client agrees not to take a marketing/sales idea and reengineer it on the same or different platform in order to cut out the provider from possible financial gain shared with the client