Terms and Conditions
TERMS AND CONDITIONS OF CLIENT SERVICE AGREEMENT
ARBITRATION NOTICE:
THESE TERMS CONTAIN PROVISIONS THAT REQUIRE THE CLIENT AND VIP MARKETING & ADVERTISING TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. CLIENT UNDERSTANDS THAT: (1) CLIENT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST VIP ON AN INDIVIDUAL BASIS, AND (2) CLIENT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF CLIENT’S CLAIMS.
**Last Modified: May 9, 2024**
This Services Agreement (the "Agreement") outlines the terms and conditions governing the provision of services by VIP Marketing & Advertising ("VIP") to its clients ("Client"). By engaging VIP for Services, Client agrees to be bound by the terms of this Agreement.
1. Client Responsibilities
**Information**: Client is responsible for providing accurate and complete information necessary for VIP to perform the Services. This includes, but is not limited to, brand guidelines, target audience information, and any relevant assets or materials.
**Cooperation & Feedback**: Client agrees to cooperate fully with VIP throughout the project, providing timely feedback and approvals.
**Licenses & Permissions**: Client is responsible for obtaining and providing all necessary licenses or permissions for any materials they provide to VIP for use in the Services.
**Indemnification**: Client agrees to indemnify and hold harmless VIP from any claims, damages, or liabilities arising from Client's use of the Services, breach of this Agreement, or infringement of third-party rights.
### 2. VIP's Services
**Professionalism & Timeliness**: VIP will provide Services in a professional and timely manner, in accordance with the agreed-upon project timeline.
### 3. Intellectual Property
**Ownership**: Unless otherwise agreed upon in writing, VIP retains all intellectual property rights to any work created as part of the Services, including but not limited to designs, videos, marketing materials, and code. This Agreement is not a work-for-hire agreement, and Client does not acquire any ownership rights in the work product.
**License**: Upon full payment for the Services, Client is granted a perpetual, non-exclusive, non-transferable license to use the work product solely for the purposes specified in the Scope of Work.
**Restrictions**: Client may not sell, transfer, sublicense, make derivative works of, dismantle, reverse engineer, reproduce, or otherwise exploit the work product, or any phrases, concepts, or creative elements therein, without the express written permission of VIP.
**Marketing & Promotion**: VIP may use Client's company name and logo for marketing and promotional purposes, with Client's written consent.
### 4. Payment Terms
**Due Date**: All fees for Services are due on the first of each month.
**Payment Methods**: Payments can be made via ACH or credit card. Checks are not accepted.
**Late Payments**: Late payments may be subject to a late fee of [Specify percentage or amount].
**Non-Payment**: Failure to pay may result in suspension or termination of Services, and VIP may pursue legal remedies to recover any unpaid fees.
### 5. Confidentiality
Both VIP and Client agree to keep confidential any proprietary information shared during the course of the Services. This confidentiality obligation survives the termination of this Agreement.
### 6. Termination
**Notice**: Either party may terminate this Agreement by providing written notice to the other party at least thirty (30) days in advance of the end date of the initial term or any renewal term specified in the Scope of Work.
**Payment upon Termination**: Upon termination, Client is responsible for paying for all Services rendered up to and including the termination date specified in the notice, in accordance with the payment terms outlined in this Agreement and the applicable Scope of Work.
**Outstanding Obligations**: Any outstanding obligations or deliverables as defined in the Scope of Work will remain due and payable by the Client even after termination of this Agreement.
### 7. Disclaimer of Warranties
VIP provides Services "as is" without any warranties, express or implied. VIP does not guarantee specific results from SEO or PPC campaigns, as these are dependent on various factors outside VIP's control.
### 8. Limitation of Liability
VIP's liability for any damages arising from this Agreement is limited to the amount paid by Client for the Services.
### 9. Governing Law
This Agreement is governed by the laws of the State of South Carolina, Charleston County.
### 10. Changes to Agreement
VIP may update this Agreement from time to time. Notice of material changes will be provided in advance. Continued use of Services constitutes acceptance of any changes.
**By signing our quote for services, the client understands that this is considered engagement with VIP Marketing & Advertising. The Client further acknowledges that they have read, understood, and agreed to these terms and conditions.**