Terms of Service
Below are the terms of service between de Castellane Creative (Company) & its Clients;
Whereas, Client seeks certain Public Relations, Digital, Marketing, and promotional services from de Castellane Creative; and
Whereas de Castellane Creative desires to provide such services as specified herein, and
NOW, THEREFORE, in consideration of the mutual promises and conditions herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Service: de Castellane Creative will perform (the “Services”) specified in the Proposal(s) (which are incorporated herein by reference). The Services will be deemed accepted upon delivery.
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Definitions
1.1 “Confidential Information” means, in respect of a party, all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such party. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information shall be considered to be Confidential Information if (a) the relevant party has marked them as such, (b) the relevant party, orally or in writing, has advised the other party of their confidential nature, or (c) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential.
2. Services: As outlined in the Proposal.
3. Term and Termination
3.1 Term. The initial term of this Agreement is 6 months from the effective signing date of this agreement and shall continue thereafter on a month-by-month basis.
3.2 If the client is accused of any act involving moral or ethical issues under any law, or any act which casts an unfavorable light upon the association with de Castellane Creative or the client is accused of performing or committing any act which would/could adversely impact de Castellane Creative’s programs, services, or reputation, de Castellane Creative shall have the right to terminate this contract upon fifteen (15) days written notice specifying the reason, within which period client may cure such offense. The determination of whether and to what extent the offense is cured shall be made by de Castellane Creative at its sole discretion.
3.3 Termination. Although this Agreement may not be terminated without cause after the initial term, either party may forego automatic renewal by giving the other party not less than (30) calendar days written notice of termination after to the expiration of the then-current term. If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party.
3.3.1 The client agrees to provide de Castellane Creative with all and any relevant information, material, collaboration, and communication and that is needed for the 1execution of the Scope of work within 90 days of the execution of this agreement.
3.3.2 In the event of the client’s failure to perform its obligation amounts to a fundamental non-performance, the other party may terminate the contract.
3.3.3 The right of a party to terminate the contract is exercised by notice to the other party.
3.3.4 Termination of the Contract releases both parties from their obligation to effect and to receive future performance.
3.3.5 Termination does not affect any provision in the contract for the settlement of disputes or any other term of the contract which is to operate even after termination.
3.3.6 In the case of a non-performance, de Castellane Creative, is not obligated to process a refund.
3.4 Conditions
3.4.1 Client hereby guarantees that they are authorized to represent the company with regard to this project and that Client is authorized to negotiate an agreement between The Contractor and Client such as outlined above, which shall become legally binding upon the signing of this Agreement.
3.4.2 No Guarantee of Performance. The parties hereto acknowledge and agree that the company cannot guarantee the results or effectiveness of any of the Services to be performed. Rather, the company shall conduct their operations and provide their services in a professional manner and in accordance with good industry practice and all federal, state and local laws. The company will use its best efforts and does not promise or guarantee results.
3.4.3 The client agrees and understands that any work outside the current scope of work- detailed in the proposal- will be billed separately.
4. Provider Warranties, Indemnification & Disclaimers
Provider hereby represents and warrants that it has (a) qualified personnel, appropriate facilities and adequate resources in order to discharge the Services in a timely and efficient manner, and (b) the necessary experience required to perform the Services in a competent and professional manner. EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. Provider DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
5. Provider’s Limitation of Liability
Provider SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF Provider IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
6. Client Indemnification
Client and Provider agree to indemnify, defend and hold the other harmless from and against all third-party claims, losses, liabilities, costs, and expenses arising out of or related to the use of the Service by the other party, or attributable to the other party’s breach of this Agreement, provided that the party gives the other party prompt written notice of any such claim.
7. General Provisions
7.1 Proprietary Marks. Neither party will use or permit their respective employees, agents, and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party’s affiliates, whether registered or unregistered, without such other party’s prior written consent.
7.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior understanding or agreement, oral or written, relating to the Service. Any alterations to this agreement must be in writing and signed by both parties.
7.3 Severability. If any of the provisions of this Agreement becomes invalid, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
7.4 Waiver; Modifications. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties.
7.5 Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
7.6 Survival. The following sections shall survive expiration or termination of the Agreement and shall continue in full force and effect until fully satisfied: 3, 4, 5,6,7,8.
7.7 Litigation: In the event of any litigation arising from or related to this Agreement, or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation. In the event of a no-adjudicative settlement of litigation between the parties or a resolution of a dispute by arbitration, the term “prevailing party” shall be determined by that process.
7.8 Force Majeure: If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood, or other casualty or due to strikes, riot, storms, explosions, acts of God, war, terrorism, or a similar occurrence or condition beyond the reasonable control of the Parties, the Party so affected shall, upon giving prompt notice to the other Parties, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.
7.9 Publicity: The client hereby grants de Castellane Creative the right to use the promotional materials and sample responses and analytics thereof created within this LinkedIn marketing program for training and promotional purposes. Client further grants Castellane Creative the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Castellane Creative and a brief scope of services provided. Either party may elect to issue a public release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld. In any such statements, the parties shall describe the scope and nature of their participation accurately and appropriately and shall not disparage the other party.
I hereby acknowledge that I have read and understood the terms and conditions as provided in the Services Agreement and I agree to all of the terms.