Terms and Conditions

As used herein and throughout this Agreement:

Agreement: This Master Service Agreement, together with all Statements of Work (SOW) and any amendments, constitutes the entire agreement between the Client and Consultant.

Client Content: All materials, information, photography, writings, and other creative content provided by the Client for use in the preparation of and/or incorporation in the Deliverables.

Copyrights: The exclusive legal right to reproduce, publish, sell, or distribute the matter and form of any creative work.

Deliverables: The services and work product specified in the SOW to be delivered by the Consultant to the Client.

Consultant Tools: Pre-existing and independently developed intellectual property, including but not limited to software, code libraries, proprietary tools, processes, techniques, and methodologies used by the Consultant.

Final Work: All creative content developed or created by the Consultant specifically for the Client under this Agreement.

Final Deliverables: The final versions of Deliverables provided by the Consultant and approved by the Client.

Preliminary Works: All artwork, copy, concepts, designs, and other materials developed or created by the Consultant during the course of the project that are not included in the Final Deliverables.

Services: All services and the work product to be provided to the Client by the Consultant as described in the SOW.

Third Party Materials: Proprietary third party materials that are incorporated into the Final Deliverables, including but not limited to stock photography, fonts, and open-source software.

Trademarks: Any word, name, symbol, device, or combination thereof adopted and used by the Client to identify its goods or services and distinguish them from those of others.

The Client retains all ownership rights, including copyrights and trademarks, in and to the Client Content and Trademarks.

The Consultant is granted a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with the Consultant's performance of the Services and for no other purpose.

Third Party Materials incorporated into the Final Deliverables shall remain the property of their respective owners and shall be licensed to the Client per the terms of their respective licenses.

Upon completion of the Services and full payment of all fees due, the Consultant hereby assigns to the Client all copyrights and intellectual property rights in the Final Work and Final Deliverables. The Consultant retains ownership of all Consultant Tools and Preliminary Works.

The Client shall pay the Consultant the fees set forth in the applicable Statement of Work. Fees are exclusive of any taxes, which shall be the responsibility of the Client.

In the performance of the Services, the Consultant may incur certain expenses including but not limited to the purchase of fonts, stock photography, software licenses, and printing. Such expenses shall require written approval from the Client before being incurred and shall be billed separately.

The Client shall be responsible for all approved vendor marketing costs, including but not limited to advertising spend, media buys, and third-party platform fees as outlined in the SOW.

The Consultant shall use commercially reasonable efforts to perform the Services within the schedule outlined in the SOW. The Client acknowledges that the Consultant's ability to meet any delivery dates is dependent upon the Client's timely provision of required content and feedback.

The Client shall review all Deliverables promptly upon receipt and provide approval or detailed written comments. Within forty-eight (48) hours of receipt of any Deliverable, the Client must notify the Consultant in writing of any non-compliance with the SOW specifications. Failure to provide such notice shall constitute acceptance of the Deliverable.

The Client agrees to:

• Coordinate the decision-making process within the Client's organization to ensure timely review and approval of Deliverables.
• Provide all Client Content in a reproducible, digital form suitable for incorporation into the Deliverables.
• Complete final proofreading of all Deliverables and provide written approval before the Consultant publishes or distributes any materials.

The Consultant may use the Final Deliverables in portfolios, websites, social media, publications, and other marketing materials for the purpose of showcasing the Consultant's work and capabilities.

Any links to the Client's website or direct attribution to the Client require prior written approval from the Client.

Both parties agree to maintain strict confidence with respect to any confidential or proprietary information disclosed by the other party during the term of this Agreement. Confidential information includes, but is not limited to, business plans, financial data, customer lists, marketing strategies, and trade secrets.

Exceptions to confidentiality obligations include information that is publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by court order or applicable law.

The Consultant is an independent contractor, not an employee of the Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

The work product created under this Agreement is not considered “work-for-hire” as defined under copyright law; ownership is transferred only upon full payment as described in the Intellectual Property section.

This Agreement does not create an exclusive relationship. Both the Consultant and the Client are free to engage with other parties for similar services.

The Client warrants that it has full ownership and authority to use all Client Content provided to the Consultant, and that such content does not infringe upon the intellectual property rights of any third party.

The Consultant warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards, and that all Final Work shall be original and shall not infringe upon the copyrights, trademarks, or other intellectual property rights of any third party.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement, any misrepresentation, or any infringement of intellectual property rights by the indemnifying party.

The initial term of this Agreement shall be one (1) year from the effective date and shall automatically renew for successive one-year periods unless either party provides thirty (30) days' written notice of non-renewal.

After the initial one-year term, either party may terminate this Agreement for any reason by providing thirty (30) days' written notice to the other party.

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or fails to cure a material breach within twenty (20) days of receiving written notice of such breach.

Work performed outside the scope of the Statement of Work shall be billed at the hourly rate specified in the applicable SOW, calculated in quarter-hour increments. Time and materials work shall be billed monthly in arrears.

All fees outlined in the Statement of Work are due in advance of the Services being performed, except for time and materials work, which is due within fifteen (15) days of invoice.

Recurring fees shall be processed via ACH on the first business day of each month.

A late fee of 1.5% per month shall be applied to any balance outstanding beyond the payment due date.

The Consultant may engage subcontractors to perform portions of the Services, provided that the Consultant remains responsible for the quality and timeliness of all work performed.

This Agreement may only be modified by a written amendment signed by both parties. No oral modifications shall be binding.

All notices required under this Agreement shall be in writing and delivered by email, certified mail, or overnight courier to the addresses provided by the parties.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws provisions.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in accordance with the laws of the State of Utah. The arbitration shall take place in Utah, and the decision of the arbitrator shall be final and binding upon both parties.

During the term of this Agreement and for a period of twelve (12) months following termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of the other party without prior written consent.

The Client is required to maintain an active credit card on file for the duration of this Agreement. This card may be used for approved marketing spends and service fees as outlined in the SOW.

All marketing spends require advance written approval from the Client. The Consultant shall provide notification within twenty-four (24) hours of any purchase made using the card on file.

All marketing materials, campaigns, and collateral shall be coordinated through the Consultant to maintain brand continuity and messaging consistency across all channels.

Should the Client engage outside vendors for marketing services without prior coordination with the Consultant, the Client acknowledges that this may result in an increased overall marketing budget and potential brand inconsistencies, unless otherwise agreed upon in writing.