CLIENT SERVICE AGREEMENT
This contract is for Marketing services between Melanized Minds (hereinafter “Marketing Agency”) and Black Mothers in Power (hereinafter “Client”). Collectively, the Marketing Agency and Client will be referred to as the “Parties.”
1. Conditions
This Agreement will not take effect, and the Marketing Agency will have no obligation to provide services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial Setup Fee called for under Paragraph 4; and (c) the Marketing Agency acknowledges acceptance of Client by counter-signing this Agreement. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.
2. Scope of Services
The Marketing Agency will provide the services stated within the BMIP Marketing Systems Renewal Oct22 v2.
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Collectively, the services to be performed by the Marketing Agency will be referred to as the “Services.” All content created or distributed by the Marketing Agency in consideration of this Agreement shall be referred to herein as the “Contracted Content.”
3. Total Price
Client agrees to pay the Marketing Agency $447.00 per month in consideration for the Services, based on this month-to-month agreement. A 30-day notice is required for contract termination.
4. Renewal Fee
Client agrees to pay a non-refundable, renewal fee of $0 (hereinafter “setup fee”) upon signing this Agreement. Client agrees to sign this Agreement and pay the setup fee upon receipt of this Agreement.
5. Payments
Client agrees to pay in monthly installments totaling $447.00. Each installment payment will be referred to as “Payment(s).”
6. Method of Payment
The Client authorizes the Marketing Agency to automatically charge their payment card on file for contract payments according to the payment schedule listed in Paragraph 5.
7. Late Fees
For every three (7) days Client fails to make timely payment according to the above terms, the Marketing Agency may charge, and Client agrees to pay, a late fee equal to the greater of ten percent (10%) of the outstanding payment amount or $75.
8. Suspension of Work
The Marketing Agency may suspend work on the Services if Client fails to make payment within seven (7) days from the due date of payment or in the case that Client fails to respond to communications from the Marketing Agency as required under this Agreement. If Client fails to make payment within 30 days, all users and admins will be locked out of the account and the software and asets will be paused until payment is made. If payment is still not received after 45 days, the system contents and contacts will be deleted. If the Client wishes to use the system in the future, a new contract and set up fee will be applicable.
9. Communication
In order for the Marketing Agency to effectively provide the Services, the Parties must frequently and promptly communicate. As such, Client agrees to make best efforts to respond to communications from the Marketing Agency within forty-eight (48) hours. The Marketing Agency's working hours are Monday - Friday 9:00 AM - 5:00 PM. The Marketing Agency’s office is closed for all U.S. Holidays and Holiday weekends.
10. Expenses and Additional Costs
The Marketing Agency may incur, on Client’s behalf and with permission, some additional expenses and costs. The Marketing Agency will add the costs onto the next payment due sent to Client. If Client has already paid the Total Fee in full, the Marketing Agency will invoice Client separately for these Costs, and Client agrees to pay the invoice within three (3) days.
11. Copyright and Reproductions
The Marketing Agency owns the copyright for all the Contracted Content created by the Marketing Agency and has the exclusive right to make reproductions. The Marketing Agency shall only make reproductions for Client or for the Marketing Agency’s portfolio, studio samples, self-promotions, instructional purposes, or within or on the outside of the Marketing Agency's studio, or any other advertising or business needs the Marketing Agency deems necessary or appropriate. If the Marketing Agency wishes to use the Contracted Content for any purposes other than those specified in this paragraph, the Marketing Agency will not do so without first obtaining written permission from Client. Client understands they are not entitled to any compensation, or other consideration, for the Marketing Agency’s use of the Contracted Content.
12. Client Usage
In consideration of the terms set forth in this Agreement, the Marketing Agency grants Client a limited license of the Contracted Content. Client agrees that the Contracted Content is for Client’s own business use only. Client agrees not to sell or authorize reproduction of the Contracted Content to anyone other than the Marketing Agency. Client understands that it is a violation of U.S. Federal copyright law to allow the Contracted Content to be reprinted, duplicated, digitally reproduced, copied, scanned, or altered in any manner, including but not limited to, electronic scanning via personal scanner, “screen capturing,” or reproduction via photo lab or self-service kiosk without express consent from the Marketing Agency.
13. Storage of Files
The Marketing Agency’s customary practice is to store Client’s Content for up to two (2) years from the date of delivery. However, upon release of the digital files of the Contracted Content to Client, the Marketing Agency is released of all liability for archiving the Contracted Content. Client may request additional and/or replacement copies of these files with the understanding that the Marketing Agency may no longer have the content, but in the case where the Marketing Agency still has the files, the Marketing Agency will bill Client for this request. Client is responsible for downloading their content and backing them up to prevent any issues of lost content.
14. Warranties and Representations
The Parties warrant and represent that they are free to enter into this Agreement and have the authority to do so.
15. Limit of Liability
Liability shall be limited to the Total Price listed in Paragraph 3. Except as prohibited by law, the Marketing Agency shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, consequential, or incidental damages, or lost profits, or any other damages, costs, or losses arising out of the Marketing Agency’s services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Marketing Agency, such recovery is limited to the amount the Client paid for materials, products, or services.
16. Indemnification and Release
To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of a such party or its Representatives. Further, Client on behalf of itself and its owners, affiliates, partners, subsidiaries, employees, agents, contractors, and consultants (collectively "Releasor"), waives any rights to recover from, and hereby forever agrees to release and hold harmless, the Marketing Agency and their respective owners, parent companies, affiliates, partners and subsidiaries, directors, officers, members, participants, employees, consultants, agents, legal representatives and assigns from any and all claims, costs, personal injuries, deaths, expenses, damages, actions, and liabilities, of any nature, whether direct or indirect, known or unknown, foreseen or unforeseen (collectively "Claims") , arising from or relating to any acts or omissions by any third party or by Venue on Venue’s Premises, excepting there from the Marketing Agency’s gross negligence or willful misconduct. Releasor assumes all risk of harm for injury or damage resulting from the event on the Marketing Agency’s Premises.
17. Attorney's Fees
Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing party shall be entitled to reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.
18. Waiver
No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.
19. Article Headings
All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.
20. Severability
If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.
21. Modification by Subsequent Agreement
This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.
22. Governing Law
This Contract shall be governed by and interpreted under the laws of the state of Maryland.
23. Venue
The Parties agree that any dispute that may arise as related to this Agreement shall be brought in a court within Montgomery county, Maryland.
24. Sole and Only Agreement
This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.
25. Assignment; Successors and Assigns
Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.
26. Counterparts
This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. An electronic signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.