Client Terms & Conditions
Governing Law: This Agreement shall be interpreted in accordance with the laws of the State of California without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of California.
Confidentiality and Safeguard of Property: Client and Agency respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Agency and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Client will be responsible for any loss or damage.
Payments: Made To Measure Communications provides its services for a fixed monthly service fee, supplemented by occasional custom invoices. Monthly services are to be prepaid at the commencement of each month and remain in effect until the start of the subsequent month. Should a payment be missed, the service will not be renewed for the following month. All invoices must be settled within thirty (30) days upon receipt. Failure to remit payment may result in automatic debit from the credit card on file. In the event of non-payment, Made To Measure Communications reserves the right to suspend services and decline any future engagements.
In the improbable circumstance that a payment remains outstanding for 60 or more days, the Client shall assume responsibility for any costs associated with collections, including fees for attorneys, court proceedings, legal matters, mediation, and bankruptcy. Should late payment occur, Made To Measure Communications, at its sole discretion, reserves the right to forego mediation and pursue legal action for the purpose of collections.
Termination: This subscription agreement may be terminated by either party at any time. Upon termination, services will continue until the end of the current billing cycle, and no pro-rated refund will be provided for the remaining days of the billing cycle. The decision to issue any refunds to the client, if applicable, will be at the discretion of Made To Measure Communications and not obligatory. It is important to note that any outstanding client invoices must be settled upon termination of services.
Guarantees: Made To Measure Communications will diligently strive to deliver comprehensive and accurate services. However, it is important to note that Made To Measure Communications does not provide any guarantees. This agreement constitutes the entire understanding between the parties involved and supersedes any additional verbal representations.
Both parties acknowledge that numerous factors exist beyond the control of Made To Measure Communications, including those related to the Client, market conditions, consumers, products, services, pricing, quality, demand, competition, reviews, media bias, the economy, and major events. Consequently, Made To Measure Communications cannot offer any guarantees, refunds, or warranties beyond the quality and scope of work provided.
Media: Please be advised that Made To Measure Communications does not possess ownership or control over media outlets or third-party entities across various mediums, such as television, radio, print, web, and others. Consequently, we are unable to provide any guarantee regarding the performance, conduct, timing, content, or editorial decisions of any media outlet. It is important to note that we cannot assure specific outcomes for campaigns.
To maximize organic reach and engagement, we strongly recommend considering an additional investment in paid media to boost or sponsor content. This strategic approach can substantially enhance the impact and effectiveness of your marketing efforts.
Client Likeness: Made To Measure Communications is authorized to publicize our partnership with the Client through news releases and media announcements. We reserve the right to include the Client's name in our client roster and feature the Client's logo, company name, and description on our brochures, websites, and promotional materials. We may also provide direct links to the Client's website and any earned media coverage.
The Client may be requested to participate in activities such as success stories, references, and public relations initiatives. The Client agrees to reasonably consider and not unreasonably deny such requests. Following the termination of this Agreement, Made To Measure Communications retains the right to publicize our past collaboration with the Client, including the use of the Client's name, logo, and a description of services provided on our websites and marketing materials.
If mutually agreed upon, the Client may list Made To Measure Communications as a communications contact on its website and in all news releases.
Indemnities: Agency agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by Agency, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client to Agency.
Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon materials furnished by Client or where material created by Agency is substantially changed by Client. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Agency harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.
Dispute resolution: In the event that an unlikely dispute arises, the party initiating the claim will provide a detailed notice to the other party, clearly identifying the specific act, conduct, or omission that is the basis of the dispute. The party receiving the notice will be granted a period of 30 days to rectify the alleged breach or default. Throughout this 30-day period, both parties will actively cooperate and engage in meaningful discussions with the intention of reaching a resolution in good faith.
Accuracy: Given the Client's extensive knowledge of its company and industry, and recognizing that Made To Measure Communications acts as the Client's representative, it is not feasible for Made To Measure Communications to independently verify every fact provided by the Client. Therefore, the Client bears the responsibility for the accuracy, completeness, and appropriateness of the information it furnishes to Made To Measure Communications pertaining to its products, services, organization, and industry.
Consequently, the Client affirms and guarantees that it possesses rightful ownership of all information and materials shared with Made To Measure Communications, and that such materials do not infringe upon the intellectual property or other rights of any third party. In consideration of the Client's representation and warranty, the Client agrees to indemnify, defend, and hold harmless Made To Measure Communications, including its employees, freelancers, contractors, licensees, and agents, from any liabilities, losses, damages, expenses (including attorneys' fees and costs), and claims brought by third parties arising from or related to:
- Defects in the Client's products or services, including personal injury or product liability claims arising from the use of the Client's products or services.
- Allegations that the Client's activities, information, or materials infringe upon the rights of any third party, including copyright, trademark, or patent infringement, or induce, promote, or encourage such violations.
- The Client's breach of any representations, warranties, covenants, or other obligations outlined in this Agreement.
- The Client's gross negligence or willful misconduct.
- Risks or restrictions, flagged by Made To Measure Communications, that the Client knowingly proceeds with, violating or exceeding such limitations.
- Publicity, materials, or services provided by Made To Measure Communications, which were approved by the Client or based on materials/information provided or approved by the Client.
- Use of information, publicity, or materials provided by Made To Measure Communications to the Client, as intended by the Client.
Limitation of liability: Once Made To Measure Communications releases materials to the press or other third parties, we no longer have control over their use. We cannot guarantee how the media will utilize the materials or the accuracy of the information published. We do not make specific or overall result guarantees for public relations, publicity, research, or any other services we provide. Made To Measure Communications is not responsible for any user-generated content.
In the unlikely event that Material published by Made To Measure Communications or its employees, freelancers, contractors, licensees, or agents generates a negative response from the Client or the public, we shall not be held liable for resulting harm. We will promptly delete, retract, revise, or correct such publication upon notification by the Client, provided that the Material was approved by the Client in advance or complied with standard public relations and social media guidelines.
NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Copyright: Made To Measure Communications has the capability to supply the Client with news coverage clips and media coverage. It is essential to understand that these materials are protected by copyrights. Made To Measure Communications cannot guarantee or assure that the Client has the right to utilize this content. It is the Client's responsibility to obtain proper consent from the rightful owner(s) in order to acquire the necessary rights before engaging in any use of the provided materials.
Ownership: Upon full payment of all amounts owed under this Agreement, Made To Measure Communications acknowledges that all original creative materials, including digital content, social media property, brochures, signage, and other related materials (referred to as "Materials") produced, purchased, or provided by Made To Measure Communications for the Client as part of this Agreement shall be considered "work made for hire" and shall become the exclusive property of the Client, subject to any third-party rights, restrictions, or obligations. These may include talent rights or intellectual property rights relating to photography, artwork, music, or open-source software, as informed by Made To Measure Communications in writing.
Conversely, the Client understands and acknowledges that Made To Measure Communications retains ownership of all works of authorship created before or separate from the services rendered under this Agreement, including creative content, materials, software applications, databases, executable code, proprietary information/services, media lists, and third-party relationships.
The Client agrees that, following the publication of any Materials containing non-confidential information, property, or materials, Made To Measure Communications shall have the right to use such Materials to promote its services, market to third parties, and submit them to industry award shows, without requiring prior approval. Additionally, Made To Measure Communications may post these Materials on its website for promotional purposes.
Severability: In the event that any provision within these Terms and Conditions is deemed invalid or unenforceable by a judicial decree or decision, the remaining provisions shall remain valid and enforceable in accordance with their terms. This provision extends to all sections of the Terms and Conditions, including those pertaining to liability limitations and exclusion of damages. The Parties explicitly agree that each provision addressing these matters is intended to be independent and separable from other provisions, and should be enforced accordingly. Additionally, if any remedy provided within these Terms and Conditions is determined to have failed in its essential purpose, all other limitations of liability and exclusion of damages specified in these Terms and Conditions shall continue to be fully effective.
Travel and expenses: In the case of additional expenses like printing, travel, or operational costs, Made To Measure Communications invoices separately for out-of-pocket expenses. These may include supplies, services, and materials from third-party vendors such as printing, mailing, photography, media, and more. Travel expenses are estimated and pre-billed, with actual costs billed accordingly. Invoices for out-of-pocket expenses are due upon receipt.
Sequential liability: Per this agreement, Made To Measure Communications will be liable for payments to suppliers and vendors only when the Client has made corresponding payments. The Client acknowledges sole responsibility for any outstanding amounts owed and not paid to Made To Measure Communications. We may request assurance of the availability of the Client's funds before committing on their behalf.
Interpretation: The Parties confirm that they have read and comprehended the Agreement, and willingly accept its terms and conditions. Each Party has had the opportunity to seek legal counsel. In the event of any question concerning intent or interpretation, the Agreement shall be construed as if it were collaboratively drafted by the Parties. No presumption or burden of proof shall arise favoring or disfavoring either Party based on the authorship of any provisions within the Agreement.
Amendments: Any amendments to this Agreement must be in writing and signed by Agency and Client.
Integration: Both Parties affirm and guarantee that they are solely relying on the terms and conditions outlined in this Agreement and not on any other promises or representations that are not explicitly stated within this document.
Assignment: This Agreement cannot be assigned by either party without prior written consent from the other party. Any assignment attempted without such consent will be deemed void.
The Client hereby affirms and guarantees that it has thoroughly reviewed and comprehended all the Terms and Conditions that govern this agreement, and acknowledges its understanding of said Terms and Conditions. By voluntarily accepting the services provided and/or making the initial payment in accordance with the Terms and Conditions, the Client explicitly signifies its acceptance of this agreement in its entirety.