0. PARTIES AND DEFINITIONS

• "AGENCY" refers to Media Infocus, LLC, including its employees, contractors, and authorized representatives.
• "CLIENT" refers to any individual, business, or organization that engages Media Infocus, LLC for services.
• "SERVICES" means any deliverable, campaign, consultation, production, or support provided by Media Infocus, LLC under an agreement.
• "PROGRAMS" refers to recurring service plans such as ONLINE PRESENCE PROGRAMS and MEDIA SERVICES PROGRAMS.
• "SPECIAL PROJECTS" refers to ad hoc or one-time tasks requested by CLIENT and billed separately.

Third-party advertising, media, software, analytics, campaign, hosting infrastructure, creative production, printing, mailing, and related service providers used in connection with CLIENT work shall be referred to as “THIRD-PARTY PROVIDERS.” These may include, but are not limited to, Google, Meta/Facebook, LinkedIn, Microsoft/Bing, Mailchimp, Constant Contact, analytics platforms, call tracking providers, heatmap or visitor-session tools, data center providers, hosting infrastructure providers, backup providers, software platforms, AI-generation tools, stock-asset libraries, print vendors, mailing vendors, and other outside vendors or platforms.

1. SCOPE OF WORK

This agreement applies to services provided by AGENCY, including but not limited to: SEO, content development, website management, digital advertising, video production, and strategic consulting.

1.1. Campaign Monitoring and Reporting

AGENCY may use third-party tools to provide visitor analytics, campaign reporting, call tracking, form tracking, heatmaps, visitor-session recordings, and other usage insights related to CLIENT websites, landing pages, campaigns, and digital programs. CLIENT acknowledges that AGENCY may review website activity, lead data, call data, campaign performance, visitor behavior, and related information for the purpose of improving campaign performance, reporting results, troubleshooting issues, and identifying opportunities for improvement.

CLIENT remains responsible for maintaining appropriate privacy policies, cookie notices, consent tools, disclosures, and legal compliance related to the use of analytics, tracking, call recording, lead capture, and similar technologies.

2. Defined Service Programs

2.1 Online Presence Programs

Monthly distributed billing programs may include Search Engine Optimization, Online Content Development, Web Development, Digital Campaigns, Social Media Strategy, Email Campaign Services, Creative Services, Video Production Services and Management of Paid Media, including paid click, display, video, promoted content, and related campaign services. CLIENT pays agency fees monthly to AGENCY, and pays third-party advertising costs directly to the providers.

CLIENT’s specific proposal, program agreement, estimate, or work order will outline AGENCY fees to be paid to AGENCY and any expected third-party advertising, media, software, platform, or campaign costs to be paid directly by CLIENT to the applicable THIRD-PARTY PROVIDERS. CLIENT is solely responsible for payment of all third-party advertising and media budgets unless otherwise agreed in writing.

2.2 Media Services Programs

These programs may include: Annual Marketing Planning, Creative Development, Ad Design, Media Contract Negotiation, Rep Call Management, and Opportunity Evaluation. CLIENT pays agency fees monthly and handles third-party media costs directly.

CLIENT’s specific proposal, program agreement, estimate, or work order will outline AGENCY fees to be paid to AGENCY and any expected third-party advertising, media, publisher, platform, production, or placement costs to be paid directly by CLIENT to the applicable THIRD-PARTY PROVIDERS. CLIENT is solely responsible for payment of all third-party media schedules, placements, advertising budgets, platform charges, and publisher invoices unless otherwise agreed in writing.

2.3 Special Projects

SPECIAL PROJECTS are one-time, ad hoc, or out-of-scope services requested by CLIENT verbally, by email, or in writing. Unless otherwise agreed in writing, SPECIAL PROJECTS are billed at AGENCY’s current standard hourly rate, and are generally invoiced within 60 days of activity, based on time and materials. Time may be billed to the nearest one-half hour.

3. Right to Display Work

3.1 CLIENT authorizes AGENCY to display final, approved, public-facing deliverables created by AGENCY for CLIENT, including but not limited to websites, advertisements, videos, graphics, campaigns, photography, renderings, and related work, in AGENCY’s portfolio, case studies, presentations, proposals, promotional materials, website, social media, award submissions, and other marketing or business-development materials without additional compensation.

3.2 This right applies only to work that has been publicly released, published, distributed, aired, launched, or otherwise made available to the public by CLIENT or with CLIENT’s approval.

3.3 This right does not apply to confidential, unreleased, internal-only, trade-secret, NDA-restricted, proprietary, or sensitive materials unless CLIENT gives written permission.

3.4 AGENCY may identify CLIENT by name and may display CLIENT’s publicly used trademarks, logos, or brand materials solely as necessary to identify the work performed, unless otherwise restricted by written agreement.

4. Website Hosting and IT Support Disclaimer

4.1 Hosting includes:

• A. Hosting on our high performance VDS server
• B. Offsite emergency backups at Data Provider
• C. On-premises site backups
• D. Disaster recovery

4.2 AGENCY does not provide IT support for:

• A. Personal or office computer issues
• B. Device-based email setup (e.g., Outlook, iOS, Android)
• C. Network or connectivity troubleshooting

CLIENT is encouraged to contact their IT provider for these needs.

4.3 We will gladly coordinate on DNS or hosting questions with authorized IT personnel. Any administrative data packaging, website migration assistance, or file transfers requested by CLIENT upon termination shall be billed as a SPECIAL PROJECT at AGENCY’s current standard hourly rate.

5. Payment of Third-Party and Media Costs

5.1 Unless otherwise agreed in writing, CLIENT is solely responsible for paying all third-party advertising, media, platform, publisher, software, printing, mailing, production, and campaign-related costs directly to the applicable THIRD-PARTY PROVIDERS.

5.2 AGENCY fees are separate from third-party costs. Any budgets, estimates, schedules, or anticipated third-party costs provided by AGENCY are for planning purposes only unless expressly stated otherwise in writing. At no time shall AGENCY be financially responsible for CLIENT’s unpaid third-party balances, advertising budgets, media schedules, publisher invoices, platform charges, software fees, account charges, or other third-party obligations.

5.3 If CLIENT cancels, pauses, modifies, delays, underfunds, or fails to fund any active media campaign, advertising schedule, platform account, publisher placement, software account, or third-party service, CLIENT remains responsible for all charges, commitments, cancellation fees, minimums, earned commissions, agency fees, and non-refundable third-party costs incurred through the effective cancellation or modification date.

5.4 CLIENT acknowledges that payment failures, declined credit cards, unpaid invoices, insufficient budgets, expired payment methods, account suspensions, or delayed third-party payments may interrupt or prevent campaign delivery, reporting, advertising, hosting, software access, media placement, or other services. AGENCY shall not be liable for any interruption, underdelivery, missed opportunity, loss of performance, account suspension, or service disruption caused by CLIENT’s failure to pay or fund third-party costs.

5.5 CLIENT agrees to indemnify and hold harmless AGENCY from any liability, claim, service interruption, account suspension, campaign disruption, collection action, cancellation fee, third-party dispute, or unpaid balance resulting from CLIENT’s non-payment, delayed payment, declined payment method, insufficient funding, cancellation, or modification of third-party media, platform, software, or campaign costs.

6. Direct Mail Campaigns

AGENCY may coordinate direct mail services, but is not liable for:

• A. Postal delays
• B. Fulfillment center errors
• C. Target list inaccuracies from procured data

CLIENT assumes responsibility for mailing accuracy and delivery outcomes.

7. Term and Auto-Renewal of Online Presence Programs

Agreements renew automatically unless canceled in writing 30 days prior to the renewal date. Renewal will occur at prevailing rates. CLIENT agrees to these terms by accepting service.

8. Service Substitutions – Online Presence Programs

8.1 AGENCY operates in a dynamic digital environment (including search engine algorithm updates, platform changes, and shifting campaign performance metrics). To maximize program effectiveness, AGENCY reserves the right, at its professional discretion, to make strategic or production substitutions of equal or greater value to align with the CLIENT’s overarching goals. Examples include, but are not limited to:

• A. Replacing a set of standard content deliverables or articles with high-priority, sitewide technical SEO improvements;
• B. Substituting specific page optimizations with global site performance or schema enhancements;
• C. Deferring minor creative tasks in favor of more critical, time-sensitive strategic implementations.

8.2 While AGENCY will make reasonable efforts to communicate significant shifts in strategy or deliverables via standard status updates, meetings, or email, formal client approval or contract amendments shall not be required for production substitutions made in good faith to protect or improve campaign performance.

9. Unused Services, Make-Goods, and Program Overages – Online Presence Programs

9.1 Unused services or expected work under a PROGRAM may be eligible for a make-good only if no equivalent substitution, higher-value service, or other compensating work was provided by AGENCY.

9.2 Make-goods are subject to the following conditions:

• A. Make-goods must be used within twelve (12) months unless otherwise agreed in writing.
• B. Make-goods are not cumulative unless agreed upon in writing.
• C. Make-goods are non-transferable and have no cash value.
• D. Make-goods may be delivered during a future renewal period or after cancellation at AGENCY’s discretion.
• E. Make-goods may be reflected as a no-cost project, adjusted program value, substituted service, reduced renewal billing, or future-period adjustment, as determined by AGENCY in good faith.

9.3 Unexpected, additional, expanded, accelerated, or out-of-scope work performed under a PROGRAM (including CLIENT-requested tasks or Special Projects folded into the program) may, at AGENCY’s discretion, be handled in one or more of the following ways:

• A. Applied as a production substitution against other planned PROGRAM work for that billing cycle;
• B. Added to the current month’s SPECIAL PROJECTS billing for amounts exceeding the program threshold;
• C. Added to a future billing period;
• D. Included in the next renewal period;
• E. Billed under a mutually agreed payment plan.

9.4 CLIENT-requested additions, expanded scope, additional revisions, rush work, unexpected production needs, or work outside the agreed PROGRAM may be billed separately unless otherwise agreed in writing.

10. Ownership of Deliverables

Upon full payment and fulfillment of all applicable contractual obligations, CLIENT owns the final, approved, public-facing deliverables created specifically for CLIENT under the applicable agreement, proposal, estimate, or work order, subject to the limitations stated in Section 16 regarding source materials, working files, third-party assets, AI-generated assets, software, templates, tools, code, and pre-existing materials.

11. Confidentiality

Both parties agree to maintain confidentiality of sensitive or proprietary materials unless disclosure is required by law.

12. Limitation of Liability

AGENCY shall not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages. To the maximum extent permitted by law, AGENCY’s total liability for any claim shall be limited to the amount paid by CLIENT to AGENCY for the specific affected service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

13. Return and Refund Policy

Digital & Video Services: Non-returnable and non-refundable once production begins.

Print Materials: No refunds after proof approval. Errors caused by AGENCY will be reprinted at no cost.

14. Payment Terms and Default

• A. Monthly fees apply for service programs
• B. Special projects are invoiced Net 30
• C. Print/postage over $1,000 must be prepaid
• D. Returned checks incur $25 fee
• E. Late payments may incur 1.5% monthly finance charge, or the maximum amount permitted by law, whichever is lower.
• F. In the event of CLIENT non-payment (which shall constitute a material default under this agreement), CLIENT agrees to pay all reasonable collection costs, including attorney's fees, court costs, and collection agency fees incurred by AGENCY to recover outstanding balances.

15. Arbitration and Governing Law

15.1 This agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut, without regard to conflict-of-law principles.

15.2 Except for claims involving non-payment, collection of undisputed amounts, injunctive relief, intellectual property misuse, confidentiality breaches, or other matters requiring immediate court action, any dispute arising out of or relating to this agreement shall be resolved by binding arbitration in Connecticut under the Commercial Arbitration Rules of the American Arbitration Association.

15.3 The parties agree that arbitration shall take place in Connecticut unless otherwise agreed in writing. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

15.4 Each party shall bear its own legal fees and costs except where otherwise provided in this agreement, including indemnification obligations, collection matters, intellectual property enforcement, confidentiality breaches, or as otherwise awarded by the arbitrator or required by law.

16. Intellectual Property and Source Materials

16.1 All concepts, designs, copy, photography, video, renderings, website layouts, web applications, graphics, advertisements, campaigns, and other materials created, developed, assembled, modified, or presented by AGENCY shall remain the property of AGENCY until all amounts owed to AGENCY have been paid in full and CLIENT has fulfilled all applicable contractual obligations.

16.2 Upon full payment, CLIENT shall own the final, approved, public-facing deliverables created specifically for CLIENT under the applicable agreement, proposal, estimate, or work order, except for any AGENCY-retained materials, third-party materials, licensed materials, stock assets, AI-generated assets, software, plugins, fonts, templates, tools, code libraries, pre-existing materials, or other components that are subject to separate ownership or licensing rights.

16.3 Unless expressly agreed to in writing, AGENCY retains all rights, title, and interest in and to all working files, source files, project files, RAW photographs, RAW video footage, unedited footage, unused concepts, preliminary designs, drafts, layered files, source code, code libraries, templates, prompts, methods, processes, systems, internal tools, and pre-existing intellectual property used to create the final deliverables.

16.4 To the extent AGENCY-retained materials are incorporated into a final deliverable, AGENCY grants CLIENT a non-exclusive, non-transferable license to use those materials solely as incorporated into the final approved deliverable for CLIENT’s own business purposes.

16.5 CLIENT may not use, reproduce, publish, distribute, modify, or transfer any concepts, drafts, preliminary designs, working files, source files, or unpaid work created by AGENCY unless such rights are expressly granted in writing by AGENCY and all related amounts have been paid in full.

16.6 AGENCY retains administrative control over all digital assets, website hosting accounts, data streams, and advertising platforms managed or deployed by AGENCY until all outstanding balances are paid in full, or until a mutually acceptable written payment plan has been executed by both parties. In the event of an uncurable CLIENT default where no payment resolution can be reached, AGENCY reserves the right to suspend platform access, pause active campaigns, or withhold final asset transfers without liability for service disruptions or performance loss.

17. AI, Stock, and Third-Party Creative Assets

AGENCY may use licensed stock assets, AI-assisted creative tools, generative media platforms, fonts, plugins, software, templates, or other third-party creative resources in the development of CLIENT work. CLIENT acknowledges that usage rights, ownership rights, exclusivity, restrictions, warranties, and future availability of such assets may be governed by the terms of the applicable THIRD-PARTY PROVIDER. Unless otherwise agreed in writing, AGENCY does not guarantee exclusivity of any stock, AI-generated, template-based, or third-party-sourced asset.

18. Force Majeure and Grid Failure

18.1 AGENCY maintains multiple layers of data redundancy, which may include server-level backups, data center backups, third-party cloud storage, and on-premises archival storage.

18.2 AGENCY shall not be liable for service disruptions, data loss, project delays, missed deadlines, or performance interruptions caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, cyberattacks, widespread internet or telecommunications outages, electrical grid failures, data center failures, third-party platform outages, pandemics, governmental actions, or other force majeure events. Timelines will be adjusted accordingly.

19. Indemnification

19.1 CLIENT agrees to indemnify, defend, and hold harmless AGENCY, its affiliates, employees, contractors, agents, officers, and directors from and against any claims, demands, damages, liabilities, costs, obligations, losses, expenses, attorney’s fees, or disbursements arising out of or related to:

• A. Materials, information, claims, directions, approvals, instructions, or content provided by CLIENT;
• B. CLIENT’s products, services, offers, pricing, warranties, guarantees, slogans, trademarks, copyrights, patents, brand marks, product designs, performance claims, safety claims, or regulatory obligations;
• C. Alleged infringement, false advertising, product liability, compliance violations, or other claims related to CLIENT’s business, products, services, or approved marketing materials;

CLIENT’s failure to obtain appropriate legal, engineering, regulatory, risk management, or professional review.

19.2 AGENCY is not qualified to provide legal, patent, copyright, engineering, financial, regulatory, or compliance advice. CLIENT is solely responsible for reviewing and approving all claims, offers, products, services, legal disclosures, compliance requirements, and risk-related matters before publication or use.

20. Insurance Requirements

20.1 CLIENT is solely responsible for maintaining insurance coverage appropriate for its business, products, services, operations, claims, warranties, advertising, instructions, warnings, labels, marketing materials, and approved content, including commercial general liability, product liability, and any other coverage appropriate to CLIENT’s industry and risk profile.

20.2 CLIENT’s failure to obtain, maintain, disclose, or provide evidence of such insurance shall not reduce, waive, or limit CLIENT’s indemnification, defense, reimbursement, or payment obligations under this agreement.

20.3 Upon reasonable request, CLIENT shall provide certificates of insurance evidencing applicable coverage. Where AGENCY’s work relates to CLIENT’s product claims, product marketing, safety claims, instructions, warnings, labels, regulated products, or other higher-risk materials, AGENCY may require CLIENT to name AGENCY as an additional insured where available and commercially reasonable.

21. Media Asset Storage

21.1 AGENCY retains backups of final deliverables and related project materials for three (3) years from the date of completion when reasonably practical. Backup retention is provided as a courtesy and does not constitute a guarantee of long-term storage, preservation, retrieval, or disaster recovery unless separately agreed in writing.

21.2 Retrieval of archived materials outside an active contracted period may be billed at AGENCY’s current agency hourly rate, billed to the nearest hour. Long-term archival storage may be available by separate agreement, currently at $20 per TB per month.

22. No Legal Advice

22.1 AGENCY may discuss business, marketing, creative, product-positioning, risk-related, or compliance-related considerations in connection with CLIENT work. Such discussions are informational only and do not constitute legal, engineering, financial, regulatory, patent, copyright, or compliance advice.

22.2 CLIENT is solely responsible for consulting qualified legal counsel, engineers, compliance professionals, financial advisors, risk management specialists, or other appropriate professionals before relying on, publishing, approving, or acting upon any claim, offer, product statement, technical statement, legal disclosure, or risk-related matter.

23. Delays

AGENCY is not liable for project delays caused by:

• A. Missing or delayed materials from CLIENT
• B. CLIENT-requested revisions or change requests
• C. External circumstances outside AGENCY’s control

Project timelines will be adjusted accordingly.

24. Termination

24.1 Either party may terminate this agreement with thirty (30) days’ written notice unless otherwise agreed in writing. For monthly PROGRAMS, termination shall become effective at the end of the then-current monthly billing cycle following the thirty (30) day notice period.

24.2 Upon breach by CLIENT, including non-payment, AGENCY may suspend or terminate services immediately. Unpaid charges become immediately due upon termination.

24.3 If work has already begun and CLIENT cancels the agreement, all deposits and payments for in-progress work are non-refundable.

24.4 Early termination in distributed billing programs: any unpaid portion of delivered creative services, front-loaded work, discounted work, deferred billing, or other work performed under a distributed billing arrangement must be paid in full or according to the previously agreed payment schedule.

25. Disputes

CLIENT must report any discrepancy, dispute, or disagreement regarding any invoice, advertisement, commercial announcement, campaign, deliverable, service, charge, or related matter in writing within thirty (30) days of the applicable invoice or billing date. Failure to report such discrepancy, dispute, or disagreement in writing within that period shall constitute a waiver of the claim. AGENCY may decline to review disputes submitted beyond this window.

26. CLIENT-Initiated Audits

For audit-related requests, including IRS inquiries, corporate audits, ISO compliance requests, billing research, campaign documentation, reporting requests, or other administrative reviews, CLIENT will be billed at AGENCY’s current audit support rate for compiling reports, documentation, records, research, or related materials. CLIENT must approve audit-support work in writing before it begins unless otherwise required by law.

27. Updates to Terms

27.1 Media Infocus, LLC reserves the right to update or modify these Terms and Conditions from time to time. Updates may be posted publicly on AGENCY’s website with an effective date.

27.2 For existing signed agreements, the version of these Terms and Conditions in effect at the time of acceptance shall apply until renewal, amendment, or execution of a new agreement, unless otherwise agreed in writing.

27.3 For clients on auto-renewing PROGRAMS, the most recent version of these Terms and Conditions in effect at the time of renewal shall apply to the renewed term unless otherwise agreed in writing.

27.4 Continued use of AGENCY’s services after renewal, after acceptance of a new proposal, or after execution of a new agreement constitutes acceptance of the then-current Terms and Conditions.

27.5 In the event of a conflict between these Terms and Conditions and a signed proposal, estimate, work order, statement of work, or separate written agreement, the more specific written agreement shall control for that specific conflict.