Agency Terms and Conditions of Service
Effective: July 1st, 2025
0. 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.
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.
2. Defined Service Programs
2a) Online Presence Programs
Monthly distributed billing programs may include: Search Engine Optimization, Online Content Development, Web Development, Digital Campaigns, Social Media Strategy, Email Marketing, Creative Services, and Management of Paid Media (Click, Display, Video, Promoted Content). CLIENT pays agency fees monthly to AGENCY, and pays third-party advertising costs directly to the providers.
2b) 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.
2c) Special Projects
These are one-time or ad hoc services requested verbally or by email. Rates and terms are defined in your agreement. Work is invoiced monthly based on time and materials.
3. Right to Display Work
CLIENT authorizes AGENCY to display public-facing deliverables (e.g., websites, ads, videos) in its portfolio, case studies, and promotional material without limitation or compensation.
4. Website Hosting and IT Support Disclaimer
Hosting includes:
- a. Regular off-site backups
- b. Disaster recovery
- c. Dual redundancy
AGENCY does not provide IT support for:
- d. Personal or office computer issues
- e. Device-based email setup (e.g., Outlook, iOS, Android)
- f. Network or connectivity troubleshooting
CLIENT is encouraged to contact their IT provider for these needs. We will gladly coordinate on DNS or hosting questions with authorized IT personnel.
5. Payment of Third-Party and Media Costs
CLIENT pays third-party media vendors (publishers, platforms) directly. AGENCY is not financially liable for any unpaid balances. If CLIENT cancels an active media campaign, agency fees and earned commissions are non-refundable. CLIENT agrees to indemnify AGENCY from any liability resulting from non-payment of third-party media charges.
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
AGENCY reserves the right, at its sole discretion, to substitute planned services with others of equal or greater value when such substitutions are deemed more effective for the CLIENT’s goals.
- a. Replacing a set of content deliverables with sitewide technical improvements
- b. Substituting page optimizations with global performance enhancements
- c. Deferring smaller tasks in favor of more strategic implementations
- d. CLIENTS may request substitutions. Substitutions are made in good faith and do not warrant credit if the total value has been met or exceeded.
- e. Substitutions may only be applied to current or future planned activities. Substitutions cannot be retroactively applied to work scheduled or delivered in prior billing periods.
9. Unused Services and Make-Goods – Online Presence Programs
- a. Only applicable if no equivalent substitution was made
- b. Must be used within 12 months unless otherwise agreed
- c. Not cumulative unless agreed upon in writing
- d. Non-transferable, no cash value, may be delivered post-cancellation at AGENCY's discretion
10. Ownership of Deliverables
CLIENT owns final exported deliverables after full payment. AGENCY retains rights to source code, templates, raw assets, and frameworks unless agreed otherwise in writing.
11. Confidentiality
Both parties agree to maintain confidentiality of sensitive or proprietary materials unless disclosure is required by law.
12. Limitation of Liability
AGENCY is not liable for indirect or consequential damages. Total liability is limited to the amount paid for the affected service.
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
- 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
15. Cancellation Policy
Either party may terminate with 30 days’ notice. CLIENT is responsible for charges incurred through the effective date. AGENCY may terminate immediately if CLIENT breaches this agreement. Deposits for in-progress work are non-refundable.
16. Arbitration and Governing Law
Disputes shall be resolved through binding arbitration in Connecticut under AAA rules. Each party bears its own legal costs. The agreement is governed by Connecticut law.
17. Intellectual Property and Source Materials
Unless agreed otherwise in writing, all source code, templates, working project files, raw photos and video remain the sole property of AGENCY. CLIENT owns final deliverables only after:
- a. Full payment is made
- b. Contractual obligations are fulfilled
- c. Rights are clearly defined in writing
AGENCY retains ownership of all internal tools, frameworks, and reusable assets used during service delivery.
18. Force Majeure
AGENCY is not liable for delays due to natural disasters, war, civil unrest, pandemics, internet outages, or events beyond our control. Timelines will be adjusted accordingly.
19. Indemnification
CLIENT agrees to indemnify and hold harmless AGENCY and its affiliates from all claims, damages, or legal costs related to materials, directions, or content provided by CLIENT. AGENCY is not qualified to provide legal, patent, copyright, or compliance advice.
20. Media Asset Storage
AGENCY retains backups of deliverables for three (3) years. Long-term storage is not guaranteed. Retrieval outside of the contract period may incur additional fees. Long-term archival storage is available by separate agreement.
21. No Legal Advice
AGENCY may offer informal opinions related to risk, product messaging, or compliance, but these are not legal advice. CLIENT is solely responsible for verifying any such information with qualified legal counsel before acting.
22. 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.
23. Termination
Either party may terminate this agreement with 28 days’ written notice. For media campaigns already in progress, termination becomes effective 28 days after the campaign start date. Upon breach by CLIENT, AGENCY may terminate services immediately. Unpaid charges become immediately due upon termination.
24. Disputes
CLIENT must raise any dispute in writing within 30 days of invoice date. Failure to do so constitutes waiver of dispute rights. AGENCY may decline to review disputes submitted beyond this window.
25. Client-Initiated Audits
For audit-related requests (e.g., ISO compliance, IRS inquiries), CLIENT will be billed at the agency’s current audit support rate for compiling reports, documentation, and campaign records. CLIENT must approve audit work in writing before it begins.
26. Default
In the event of non-payment or breach, all balances become immediately due. AGENCY may terminate all services without notice and pursue legal or collection actions as necessary.
27. Updates to Terms
Media Infocus LLC. reserves the right to update or modify these Terms and Conditions at any time. Updates will be posted publicly on our website with an effective date. CLIENT agrees that continued use of services after such updates constitutes acceptance of the revised terms.
For clients on auto-renewing programs, the most recent version of these Terms in effect at the time of renewal shall apply, unless otherwise agreed in writing.