By rendering payment pursuant to the first invoice submitted to Client by One Firefly, Client hereby agrees to be bound to the terms detailed as follows:
In connection with the services described in one or more Service Level Agreements (“SLA”) to be provided by One Firefly, LLC ("Agency") to you and/or your business entity (collectively, "Client"), the parties hereby agree as follows:
1. PRICING AND PAYMENT: Specific fees, costs, and payment terms are detailed in applicable SLAs. Final payment of all fees and costs is due within 30 days of invoice date, unless otherwise noted within an SLA. A 1.5% monthly service charge is payable on all invoices past due over 30 days. Client is responsible for all legal fees and costs incurred by Agency due to Client’s default in payment.
2. ESTIMATES: Agency makes every effort to be as accurate and complete as possible in its estimate of fees and costs. In some cases, a range estimate will be given, based on Agency’s understanding of the scope of work at time of estimate. If Agency determines the scope of work has been changed, the project may be re-estimated. Estimates of fees and costs in the proposal are valid for 30 days. All third-party costs and fees may be estimated separately. Final fees and expenses, as applicable, will be shown when invoice is rendered.
3. EXPENSES: Client shall reimburse Agency for all out-of-pocket and third-party expenses, including but not limited to photography, fonts, digital proofs, production expenses, long distance, postage, travel, sales tax (when applicable), messenger services, shipping, hiring of contract writers/designers, software, web hosting, and printing fees. Services or deliverables contracted by Agency with a third-party may be subject to an industry-standard markup to cover administrative time and costs involved. At Agency’s discretion, Agency will give client the opportunity to contract directly with the third-party vendor for such services.
4. CHANGES/REVISIONS: Minor revisions to the scope of work are anticipated, but major design/content changes and Client requested revisions may go beyond the scope of the original estimate and, if so, additional fees will apply. Client’s approval will be obtained for any increases in fees or expenses due to such changes or revisions.
5. CLIENT REVIEW AND APPROVAL RESPONSIBILITIES: Client will provide timely approvals, responses, and information to Agency as required by Agency to complete its work or perform the services. Client is solely responsible for any delays, missed deadlines, or increased fees or costs associated with or caused by delays in any required approvals, responses or information receipt. Client is ultimately responsible for final approval of all proofs, concepts, copy, product claims, and final work, and for all required legal review associated with any Agency work product. Client warrants that all information and materials provided to Agency (or to which Client directs Agency) are accurate and will not breach any applicable law.
6. COMPLETION/DELIVERY DATES: Any delay in the completion of work due to external forces beyond the control of Agency (such as unusual transportation delays, unforeseen problems with vendor, computer/Internet related issues, holidays, weather conditions, pandemic or public health emergency, or acts of God), or actions and negligence of Client (such as delays of approvals or provision of required information), shall entitle Agency to extend the completion/delivery date, upon notifying Client, by the time equivalent of such a delay.
7. CANCELLATION/TERMINATION: This agreement may be terminated by either party upon 30 days’ written notice. Paid fees for work already performed by Agency are non-refundable. In the event of termination, Client will be obligated to pay Agency for any unbilled time and materials and unreimbursed expenses actually incurred through the termination date. The Client may cancel recurring monthly services at any point with a 30-day written notice. Upon written notice of intent to cancel, a mandatory cancellation survey will be sent to the client to be completed. Client will be officially canceled upon receipt of completed cancellation survey. If the Client wishes to cancel within the first three months of a digital marketing campaign, there will be a cancellation fee of one month’s service fee. If the Client wishes to cancel within 4-6 months of the campaign’s start, there will be a cancellation fee of 25% of one month’s service fee. “One month’s service fee” will reflect either the campaign’s first month or last month, whichever is greater. If the Client fails to pay the cancellation fee, One Firefly reserves the right to send the invoice to a collections agency.
8. INTELLECTUAL PROPERTY OWNERSHIP: All work, campaigns, trademarks, slogans, artwork, written materials, drawings, photographs, design and graphic materials, software code, mobile applications, or other materials that are subject to copyright, trademark, patent or other intellectual property protection that is developed or produced by Agency in fulfillment of this agreement shall be the property of the Client provided Client has paid all fees and costs associated with creating or producing such work product. Agency permanently retains all intellectual property rights to any pre-existing agency content, and to any work consisting of unexecuted concepts, or work presented to, but rejected by, Client. At the termination of this Agreement, the license granted to Client for Agency’s pre-existing intellectual property will cease, and Client will be required to cease usage of or return all pre-existing Agency property including, without limitation including but not limited to any proprietary enhancements or customizations done to enhance campaign performance as well as any One Firefly owned imagery, video or media. Client grants to Agency the right to display representative samples of the work created for Client in its creative portfolio for its promotional or marketing purposes.
9. CONFIDENTIALITY: Agency and Client will maintain all confidential information belonging to the other party confidentially and with reasonable care. Neither Agency nor Client will disclose to any third party any confidential information of the other, including without limitation any business plans, marketing plans or information, financial data, client or customer data, recommendations, research findings, or details of the work or services performed by Agency for Client. Upon conclusion of Agency’s work or termination of the parties’ relationship, Agency and Client will return any confidential information upon request of the other party or, alternately, securely dispose of it.
10. INDEMNIFICATION: Client will exercise due diligence and reasonable care to verify the accuracy of all claims and information provided to Agency and is responsible for all final legal review and approval of all deliverables prior to its publication or public release. Client agrees to indemnify and hold harmless Agency and its directors, officers, agents, volunteers and employees against any and all claims, lawsuits, settlements, judgments, resulting from the acts, errors or omissions, including the dishonest, fraudulent or criminal acts of Client or its directors, officers, agents, representatives or employees in connection with the performance of Client’s obligations under this agreement.
11. LIMITATION OF LIABILITY: Agency’s liability to Client in any event is limited to the amount of fees or other compensation paid by Client to Agency for the work and services described herein.
12. WARRANTIES AND DISCLAIMERS: THE SERVICES ARE PROVIDED AS-IS. AGENCY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF EFFECTIVENESS, SPECIFIC RESULTS, OR SPECIFIC QUALITY OR QUANTITY OF RETURN OR RESPONSE RELATED TO THE WORK OR SERVICES IT PROVIDES TO CLIENTS.
13. DATA PRIVACY: The parties agree that Agency shall have no obligation to ensure client’s compliance with data privacy laws, and that Agency’s sole responsibility shall be to comply with data privacy laws as they pertain to Agency’s role as a processor. Client agrees to communicate all specifications of data handling to Agency and indemnifies Agency from Client’s failure to provide such communications and from Client’s failure to adhere to applicable privacy law.
14. ARTIFICIAL INTELLIGENCE: Client hereby consents to the usage of Artificial Intelligence (“AI”) in Agency’s performance of the services. Agency shall retain ownership of all prompts engineered for usage with AI, and all human-made modifications to AI-generated content shall be owned as dictated in Section 8 above.
15. MISCELLANEOUS: Modifications of any agreement between them must be written and executed by both parties. This agreement is governed by the laws of the state of Florida. In the event of a dispute between the parties, such dispute shall be brought in a court within Broward County, Florida.
