This Contract/Terms of Service (“Agreement”) is entered into between the client and MIRWINHART (Michael Irwin) for web design and marketing services. By engaging in business with the Company, the Client agrees to the following terms and conditions:
Scope of Work:
a. The Company agrees to provide web design and marketing services as agreed upon in the project proposal or scope of work document.
b. Any additional services or changes requested by the Client may incur extra charges and will be outlined in a separate agreement or change order.
Fees and Payment:
a. The Client agrees to pay the Company the agreed-upon fees as outlined in the project proposal or scope of work document.
b. Payment terms and schedule will be specified in the project proposal or invoice. Payments are due within 30 days from the date of invoice.
c. Late payments may incur a late fee of 20% or $100 per month until the outstanding balance is paid in full.
Intellectual Property:
a. The Client retains all rights, title, and interest in any pre-existing materials or content provided to the Company.
b. Upon payment in full, the Company grants the Client a non-exclusive, worldwide license to use the final deliverables for their intended purpose.
c. The Company retains the rights to use project materials, including concepts, drafts, and final deliverables, for promotional purposes, unless otherwise agreed upon in writing.
Client Responsibilities:
a. The Client agrees to provide all necessary materials, content, and access to relevant accounts required for the project in a timely manner.
b. The Client is responsible for reviewing and providing feedback on drafts, proofs, or prototypes within the specified timeframe. Delays in review or feedback may impact project timelines.
Project Timeline:
a. The Company will make reasonable efforts to complete the project within the agreed-upon timeframe. However, any delay caused by the Client, including late payments or failure to provide required materials, may result in a revised timeline.
b. The Company will not be held responsible for delays or damages caused by circumstances beyond its control, including but not limited to acts of nature, third-party services, or technological failures.
Confidentiality:
a. Both parties agree to treat all non-public information disclosed during the course of the project as confidential and shall not disclose it to any third party without prior written consent.
Limitation of Liability:
a. The Company’s liability for any claims, damages, or losses arising from its services shall be limited to the total fees paid by the Client for those services.
b. The Company will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the project or services provided.
Termination:
a. Either party may terminate this Agreement with written notice if the other party fails to perform its obligations under this Agreement, subject to any applicable cure period.
b. Upon termination, the Client shall pay for all completed work and any expenses incurred up to the termination date.
Governing Law and Jurisdiction:
a. This Agreement shall be governed by and construed in accordance with the laws of The United States of America.
b. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of The United States of America.
Entire Agreement:
This Agreement constitutes the entire understanding between the Company and the Client and supersedes any prior agreements, oral or written, relating to the subject matter herein.
By engaging the services of the Company, the Client acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Contract/Terms of Service
Advertising Accounts, Data & Intellectual Property
Client Accounts & Data
Clients retain ownership of their business accounts, business information, customer data, historical advertising performance data, and materials supplied to the Agency, including client-owned photographs, videos, logos, trademarks, and other brand assets.
Whenever practical, advertising and analytics platforms such as Google Ads, Google Analytics, Meta, and similar services will be maintained in client-specific accounts or properties. Upon termination of services and payment of all outstanding balances, the Agency will reasonably cooperate in transitioning access to client-owned accounts and data.
Agency Work Product & Intellectual Property
Unless expressly transferred through a separate written agreement, the Agency retains ownership of its pre-existing and independently developed intellectual property, proprietary systems, methodologies, processes, templates, campaign frameworks, account structures, automation systems, scripts, software configurations, reporting systems, research methods, optimization techniques, internal documentation, and other Agency tools or know-how used in providing services.
Payment for advertising management, consulting, website management, SEO, or other professional services does not, by itself, constitute an assignment or transfer of the Agency’s intellectual property rights.
Where the Agency creates advertising copy, campaign structures, creative concepts, targeting strategies, keyword strategies, audience structures, landing-page strategies, or similar work product specifically for a client, the client receives a license to use those deliverables for its business during the engagement and, unless otherwise stated in writing, following termination. Such use does not transfer ownership of the Agency’s underlying methodologies, systems, templates, tools, or other proprietary intellectual property.
Advertising Platforms & Campaign Data
Advertising platforms contain several different categories of information and assets. Client account data and historical performance information should not be confused with the Agency’s proprietary systems, methodologies, or intellectual property used to create, manage, analyze, or optimize advertising campaigns.
The Agency does not claim ownership of a client’s underlying business data or historical advertising performance data solely because the Agency managed the account.
However, access to a client advertising account does not grant the client ownership of the Agency’s manager accounts, software, subscriptions, proprietary tools, internal reporting systems, other clients’ information, or other Agency resources connected to or used in managing that account.
Third-Party Software & Services
The Agency may use third-party platforms, software, subscriptions, automation tools, call-tracking systems, reporting systems, website technology, advertising-management software, or other services in performing work for a client.
Unless specifically identified as a client-owned service, these systems may be licensed, subscribed to, configured, or paid for by the Agency and are not transferred to the client upon termination.
Termination of Agency services may therefore result in the discontinuation or removal of Agency-paid software, integrations, tracking services, automation, reporting tools, widgets, licenses, or other Agency-provided technology.
The Agency will make reasonable efforts to identify material Agency-provided services that are expected to discontinue following termination.
End of Advertising Management Services
When advertising management services end, the Agency will reasonably cooperate in transitioning client-owned accounts and information to the client or its designated provider.
Unless otherwise agreed in writing, the Agency is not required to continue managing, monitoring, maintaining, funding, licensing, or assuming responsibility for advertising campaigns after the termination date.
For security, billing, liability, and account-management reasons, the Agency may disconnect its manager accounts, software, API connections, proprietary systems, tracking services, subscriptions, and other Agency-owned resources following termination.
The client or its new advertising provider is responsible for reviewing all campaigns, budgets, bidding strategies, tracking, destination URLs, conversion settings, integrations, and account configurations before assuming management responsibility.
Transition & Preservation of Client Information
The Agency will not intentionally destroy or withhold client-owned account data for the purpose of preventing a client from transitioning to another service provider.
When technically available and reasonably requested, the Agency will cooperate in providing or preserving client-specific account information necessary for an orderly transition. This obligation does not require disclosure of other clients’ information, Agency credentials, manager-account access, proprietary systems, trade secrets, internal methodologies, Agency-paid software, or other protected Agency resources.
Requests for exports, files, reports, credentials, or other transition materials should be made before the termination of services or within 30 days following termination. The Agency is not responsible for maintaining duplicate archives of information that remains available through the client’s third-party platform accounts.
No Guarantee of Continued Campaign Operation
Digital advertising platforms and third-party systems are subject to changes outside the Agency’s control. Disconnecting Agency software, integrations, manager accounts, APIs, tracking systems, or other services may affect campaign functionality or configuration.
Accordingly, termination of advertising management services does not guarantee that campaigns or Agency-supported systems will continue operating in exactly the same manner following the transition. The incoming provider is responsible for reviewing the account and establishing the campaigns, systems, integrations, and configurations it intends to operate going forward.
Specific Agreements Control
These policies describe the Agency’s general practices concerning accounts, data, intellectual property, and termination. If a written client agreement or statement of work contains different provisions, the terms of that agreement will control.