Terms and Conditions

1. Company Obligations

• Provides services as outlined in the submitted Proposal
• Uses reasonable efforts to meet performance dates (estimates only)
• Complies with applicable laws and industry standards
• Retains the right to serve similar clients in the same industry

2. Client Obligations

• Supplies necessary materials and information promptly
• Provides timely approvals and direction
• Bears sole responsibility for substantive content distributed through digital channels
• Maintains required licenses and legal compliance
• Accepts that Company delays caused by Client actions don't constitute breach

3. Intellectual Property Rights

Client Materials & Ownership:

• Client retains ownership of all provided materials
• Company receives limited license to use Client IP only as needed for service delivery

Deliverables:

• Client owns all work product delivered
• Company retains ownership of pre-existing methodologies and tools
• Third-party materials in deliverables carry limited, non-transferable licenses

4. Fees and Expenses

• Client pays fees specified in the Proposal
• Invoices due upon receipt
• Late payments (30+ days) incur 1.5% monthly interest
• Client responsible for all applicable taxes
• Company may suspend services for non-payment

5. Warranty

Company warrants "workmanlike, and professional manner in accordance with generally recognized industry standards." All other warranties are disclaimed. Sole remedy is reperformance or termination.

6. Indemnification

Client indemnifies Company against third-party claims arising from Client's negligence, Client Materials, or Client Content allegedly infringing third-party rights.

7. Liability Limitations

Neither party liable for consequential, indirect, or punitive damages. Each party's aggregate liability capped at amounts paid in the preceding year.

8. Confidentiality

Both parties protect disclosed information for one year using commercially reasonable care. Exceptions include publicly available information, prior knowledge, and legally required disclosures.

9. Term and Termination

• Term runs from acceptance through service completion
• Either party may terminate for material breach (30-day cure period), insolvency, or bankruptcy
• Company may terminate immediately for non-payment exceeding 30 days

10. Miscellaneous

• Amendments require written signatures
• Agreement supersedes all prior understandings
• Independent contractor relationship
• Key provisions survive termination
• Governed by New Jersey law
• Exclusive jurisdiction in federal or New Jersey state courts