TERMS AND CONDITIONS, STATEMENT OF WORK & CONTRACT FOR THE SUPPLY OF MARKETING SERVICES BY EVOLVE GLOBAL MARKETING LLC
Between the “Company,” Evolve Global Marketing LLC, and the “Client”.
The client is hiring the Company for the estimated total price and work this proposal outlines.
Services Rendered
The Company will provide services as described in the proposal. Furthermore, the Company has the right to control how it performs its services. Please review the proposal for the estimated timeline.
Acceptance/Rejection Of Deliverables
Within three business days after delivery of the Deliverable to Client, the Client must notify the Company in writing of any failure of such Deliverable to comply with specifications or of any other objections, corrections, or revisions the Client wishes to be made with such Deliverable, or the Client’s approval of the Deliverable. In the absence of such notice from the Client, the Deliverable shall be deemed accepted and approved by the Client three business days after delivery of the Deliverable to the Company.
Revision Requests
The Company’s Fee includes two revisions that do not exceed 25% of the time required to perform the Services herein. For additional revisions requested by Client or for revisions that exceed 25% of the time required to perform the Services, Client shall pay an additional fee at the Company’s standard hourly rate of $250. Such fees shall be in addition to all other amounts payable under this Agreement, despite any maximum budget or the final price agreed to herein. The Client understands that requests for revisions may extend or delay the delivery schedule. Any delay caused by revisions requested by Client shall not constitute a breach of any term, condition, or Company’s obligations under this Agreement.
Additional Services
The Company may charge additional hourly fees of $250/hour for any Additional Services requested by the Client(s). The term “Additional Services” includes, but is not limited to:
a. The Client requests new work or revisions after the Deliverable has been approved;
b. Client requests Company to perform services outside the scope of Services or for Project(s) other than what is specified herein;
c. Client requests revisions that substantially alter the specifications described in the agreed-upon Services or exceed the number of revisions allotted herein;
Before performing Additional Services, the Company will notify the Client of additional fees for the performance of the Additional Services. Such charges shall be in addition to all other amounts due under this Agreement, despite any maximum budget or the final price agreed to herein. Payment for Additional Services is due within two business days after the invoice date. The Client understands that requests for revisions may extend or delay the delivery schedule. At the Company’s discretion, the Parties may enter into a separate written agreement regarding the performance of such Additional Services.
Errors
The Company can’t guarantee that our work will be error-free (we’re human!); therefore, we can’t be liable to the Client or any third party for damages. These include lost profits, savings, or other incidental, consequential, or special damages, even if the Client advised the Company of them.
Mutual Cooperation
The Company agrees to use our best efforts to fulfill and exceed your expectations of the above deliverables. The Client agrees to aid the Company by making the necessary information about your business available and cooperating with us to expedite the work.
Payment
The Client will compensate the Company according to the payment in the proposal. Payment will be due at the time of signing.
Any monthly retainer will start at the beginning of the work on that part of the project.
No other fees or expenses will be paid to the Company unless such fees or costs have been approved in advance by the appropriate executive on your behalf. This estimate is valid for up to 14 days. Any work outside the original scope of this project will be billed at the hourly rate of $250 per hour.
The range of work is only for labor, design, and expertise to build and implement this proposal. Any software fees, memberships, or annual fees for software are paid for and the responsibility of the Client. The Client agrees to provide all logos, colors, and fonts for the design if not included in this proposal.
If a website or landing page is being built, the following applies:
The web fonts will need to be provided by the Client in a web form. If needed, the company can purchase web Fonts at a rate of $150 per font and upload them to the site.
The Client will provide all images for the website, or the Company can purchase them for the Client at $40 per image.
Travel Reimbursement
The Company will cover the travel for the two-day initial branding session. Any additional travel to the Client’s site for strategic sessions or meetings will be at the cost of the travel plus 20% and covered by the Client.
Intellectual Property
All products relating to work performed by the Company under this engagement will remain the Company’s property until payment for services is received in full. Upon receipt of full payment, all rights to final deliverables will automatically be transferred to the Client without further action. Working files and creative concepts not accepted or purchased will remain the Company’s property.
The Company reserves the right to use work samples online and in print portfolios. The Client must be the copyright holder for all materials supplied to us or have permission to use the materials from the copyright holder. We are not responsible for any copyright violations. As allowed by law, Client shall indemnify the Company against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for the uses that exceed the authority granted by a release.
Responsibility For Releases
The Client guarantees that they own all elements of text, images, or other artwork provided or that the Client has permission to use them. When the Client’s final payment has cleared, the copyright will be automatically assigned as follows: The Client will own the visual elements the Company created for this project. The Company will give the Client source files and finished files, and the Client should keep them somewhere safe, as the Company is not required to keep a copy. The Client owns all elements of text, images, and data provided unless someone else owns them.
The Company owns the unique combination of these elements that constitutes a complete design and will license that to the Client, exclusively and in perpetuity, for this project only unless the Company agrees otherwise. The Company can provide a separate estimate for that.
Client Responsibility For Accuracy
The Client shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services which you furnish to the Company verbally or in writing in connection with the performance of this Agreement.
Termination
This agreement can be terminated by either party upon 30 days’ written notice. In the event of cancellation of this order, all fees paid to date will be considered payment for work received, and at no time will refunds be given for any part of the payment. In addition, if the Client is on a retainer, the following payment will be taken following the notice being given. Client and Company agree to defend, indemnify, and hold Company or Client harmless for any liability relating to such action. A regular, ongoing relationship of an indefinite term is not contemplated. However, the parties may mutually agree that the Company shall perform other services for the Client pursuant to the terms of this Agreement.
Payment For Non-Cancelable Materials
Any non-cancelable materials, services, etc., the Company has properly committed ourselves to purchase for the Client account (either specifically or as part of a plan such as modules, software, photography, and/or external services) shall be paid for by Client, in accordance with the provisions of this Agreement. The Company agrees to use our best efforts to minimize such liabilities immediately upon written notification from the Client. The Company will provide written proof, upon request, that any such materials and services are noncancelable.
Materials Unpaid For
If upon termination, there exist any materials furnished by the Company or any services performed by the Company for which the Client has not paid in full, until such time as the Client has paid the Company in full, the Client agrees not to use any such materials, in whole or in part, or the product of such services.
Transfer Of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to Company, Evolve Global Marketing shall transfer, assign, and make available to Client all property and materials in its possession or control belonging to Client. The Client agrees to pay for all costs associated with the transfer of materials.
No Warranty
The Company, its content, and all services, materials, and products associated with any content or materials provided are provided on an “as-is” and “as-available” basis. The Company makes no representations or warranties of any kind, express or implied, regarding the results that can be achieved. The Client expressly agrees that their use of the Company’s marketing services is at their sole risk.
The Company makes no representations, warranties, or guarantees, express or implied, regarding the services’ results, reliability, or completeness and expressly disclaims any warranties of non-infringement or fitness for a particular purpose.
Limitation Of Liability And Dispute Resolution
The Client agrees not to hold the Company or our agents or employees liable for any incidental or consequential damages that arise from the failure to perform any aspect of the project in a timely manner, or that result from causes reasonably beyond the control of the Company or our agents or employees. In no event shall the Company be liable for indirect, incidental, or consequential damages, including, without limitation, loss of profits or interruption of business. The Parties agree that in the event of any dispute arising out of this agreement, any such dispute with a monetary claim in excess of $10,000 shall be submitted to binding arbitration in Iredell County, North Carolina, before an arbitrator, which shall be mutually selected by the Parties.
The Client’s Control
The Client has no right or power to control or otherwise interfere with the Company’s mode of effecting performance under this Agreement. The Client’s only concern is the result of our work, not the means of accomplishing it.
Personal Services Not Required
The Company is not required to render the Services personally and may employ other agents to perform the Services on behalf of the Company without the Client’s knowledge or consent. If the Company has agents, it is the Company’s responsibility to hire and provide materials for them.
Work Hours
The Company has set hours of work, Monday through Friday, from 9 a.m. to 4 p.m. EST. During those working hours, the company accepts calls and responds to emails. There is no requirement that the Company document hours on this project and report those hours to the Client.
Non-Disclosure and Confidentiality
A party disclosing its confidential information to the other party is hereafter referred to as a Disclosing Party; A party receiving the confidential information of a disclosing Party is hereafter referred to as a Receiving Party.
Both the Company and the Client wish to maintain the confidential and proprietary nature of the confidential information of the other party in consideration of the business discussions between the parties giving access to such confidential information and in consideration of the mutual covenants and promises contained herein, Company and Client agree that:
1. Confidential Information. The term “Confidential Information” used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public.
2. Information shall not be deemed confidential and proprietary, and the Receiving Party shall not have an obligation of confidentiality concerning any information which:
a. Is already known and documented by the Receiving Party; or
b. Is or becomes publicly known through no wrongful act of the Receiving Party; or
c. Is rightfully received from a third party without restriction and breach of this Agreement; or
d. Is independently developed by an employee or agent of the Receiving Party who had no knowledge of or access to such information or
e. It is approved for release with written authorization from the Disclosing Party.
3. All confidential information provided or communicated by the Disclosing Party to the Receiving Party shall be and remains the property of the Disclosing Party. All such confidential information, and any copies thereof, shall be promptly returned to the Disclosing Party upon written request from the Disclosing Party, and such information shall remain confidential in accordance with this Agreement.
4. The obligation to not disclose confidential information shall survive the termination of this Agreement, and at no time will the Receiving Party or any of its employees, agents, or representatives be permitted to disclose confidential information, except to the extent that such confidential information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
5. It is understood between the parties to this Agreement that neither party waives any rights in invention or development lawfully possessed by it at the time of disclosure. In addition, this Agreement does not imply any waiver of any right or action under the patent, trademark, copyright, unfair competition, fair trade, or related laws.
6. This Agreement shall be governed by the laws of the State of North Carolina.
Company Credits
The Client agrees to allow the Company to add credit to Evolve Global Marketing via the Client’s website URL and name on the footer for any website or sales landing page the Company designs. It will be linked back to the Company site.
Notices
All notices required under this Agreement shall be given to the Parties at the addresses, emails, and phone numbers provided below, or any subsequent addresses, emails, or phone numbers as may be provided by either Party, in writing, to the other:
Entire Agreement
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
Updated: 1.1.25
