These terms are, as much as possible, written in human-speak and not obfuscated in legalese, so that everybody’s clear and comfortable.
1.0 Services Rendered
DIGITAL CONTENT MARKETING & MANAGED SERVICES
We (Not Really Rocket Science, hereafter described as “We, Our, Us”) will deliver, at a schedule and cadence we agree to together with you (hereafter described as “You, Your, Client”), ready-to-publish episodes of your recorded material. This product is called AttractionEngine
Delivery systems include a central podcast platform, which then distributes to a broad spectrum of podcast platforms like Apple, Google, Spotify and others.
Delivery systems include social media channels like LinkedIn, Twitter, Facebook, Instagram and YouTube.
You agree and we agree to oblige by terms and conditions set by any 3rd party, such as LinkedIn, Twitter, Facebook, Instagram and YouTube.
ERRORS
We don’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
- We both understand that you drive significant aspects of this product. You are entitled to shift or create new priorities, however scope may shift accordingly.
- We have the right to say no to any project or request. We may do this if we feel the request undervalues us or our services, compromises our ability to offer professional results, in any way compromises our integrity or creates a conflict of interest for me.
- You understand that we are not employees of yours or your organization and are not required to act within any bylaws, accordances, rules or schedules established for your employees. We work best with reasonable autonomy.
- We agree to act as your agent and on your behalf; to represent you, your company, our partnership and the work we do together as if we were representing ourselves – with highest respect and integrity.
- We agree that this is a partnership, built upon a spirit of collaboration. We agree to be honest and transparent with each other.
- You agree that we are not responsible for any meetings, time, projects or deadlines that you miss. While we will do our best to accommodate, we am not required to make up time lost as a result of your missing any of these things. In short – if for whatever reason you don’t make the most of your AttractionEngine, the terms of this agreement, including payment terms, remain unchanged.
- This agreement serves as a mutual Non-Disclosure Agreement. We won’t share your secrets with others, including but not limited to details of your business, projects, clients, programs and products. You agree that you won’t share our secrets. This document does not supersede any existing or already signed NDA, but acts as a companion to it.
- You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us in the course of our work are either owned by you or that you have permission to use them. You agree that we am not held responsible or liable for any content you provide which we incorporate that you do not have rights to.
- You agree that we are not liable for any negative impact to your business or reputation as a result of episodes we create of your recordings. Your thoughts and actions are your own.
- You agree that we are not liable for security breaches, downtime or other interruptions that may occur to any of many platforms, applications and software we use to create, produce and publish your AttractionEngine. This includes but isn’t limited to LinkedIn, Facebook, Twitter, Dropbox, Adobe, Google or any other online platform that’s essential to our work.
- Any work we create for you, on your behalf, or upon your request to suit your specific business needs belongs to you, and we are governed by these same rules regarding your IP.
- Should cross-licensing of either of our IP become interesting, we agree that we’ll talk about it and negotiate terms. Should you require use of any of our IP at the conclusion of this contract term, we agree that we’ll talk about it and negotiate terms.
3.0 Charges for Services Performed
Requests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
Payments are only accepted by automatic process and by credit card or ACH. You’ll receive a digital invoice and each pay period thereafter with a link to make payment. Variance from automatic payment (such as invoicing you and awaiting payment) will incur a 5% fee and must be agreed upon before the pay period occurs.
4.2 CLIENT AGREEMENT TO PAY
You are entitled to stop work at the end of any pay period. We agree to stop work if payment is not received or until payment is received.
In the event payment is not made within 14 days of a pay period starting, a late payment fee of 1% per week on any overdue and unpaid balance not in dispute, will be initiated to cover the manpower, interest, and other costs we manage for carrying overdue invoices.
4.3 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
If the unexpected happens and one of us fails to meet reasonable expectations, we will reach out to you in good faith and make every effort to re-establish a healthy, functional workflow. We ask that you make the same effort towards us. If, after all, we decide we can’t work together:
- We and you together will identify any unpaid work and initiate final payment plans where necessary.
- We will turn any and all creative assets, including those in production, over to you at your request.
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use my best efforts to minimize such costs and expenses.
6.0 Responsibilities of Not Really Rocket Science and You
6.1 OUR RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 YOUR RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by you or that you have permission to use them.
You’ll own the visual and audio elements that we create for this project. We’ll give you source files and finished files at your request, and we are not required to keep a copy. You own all elements of text, images and data you provided unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete prodct and we’ll license that to you, exclusively and in perpetuity for this project only.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally, visually or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
You acknowledge your responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Not Really Rocket Science on behalf of you or disclosed by you to us.
8.0 Term and Termination
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of payment of initial invoice and shall continue until terminated by either party upon not less than 30 days notice in writing given by either party to the other.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request, that any such materials and services, are noncancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to us, we shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
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.