Terms & Conditions

These Terms & Conditions (the “Terms”) along with the Agreement(s), Quote(s), Proposal(s), and/or Statement(s) of Work other than those relating to hosting (each, a “Work Order”) between you or the company or organization which you represent (“you” or “Client”) and Caffeine Marketing (“we”, “us” or “Agency”) form an agreement between you and us, and are collectively referred to herein as the “Agreement.”

Term. This agreement shall commence on the date set forth above, and shall remain in effect for a period of twelve (12) months. If, after seventy-five (75) days from the commencement of the Agreement, Client wishes to cancel the Agreement for any reason, Client may, within fifteen (15) days after the seventy-five (75) day period, provide Caffeine Marketing with written notice of Client’s desire to terminate the Agreement. Upon receipt of such notice from Client, the Agreement shall terminate. This termination provision does not apply once the Agreement has been renewed subject to the Automatic Renewal provision below.

Automatic Renewal. At least thirty (30) days prior to the termination of this Agreement, Client shall provide notice to Caffeine Marketing in writing whether Client intends to renew this Agreement for an additional year or some other term agreed to by the parties. In the event that Client does not provide such written notice to Caffeine Marketing at least thirty (30) days prior to the termination date, then this Agreement shall be extended for a period of one year.

Invoices. Unless otherwise specified in the applicable Work Order or Agreement: (a) Invoices are due to the agency within 15-days (NET15) of receipt; (b) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if such rate is lower) calculated and applied daily based on a 365-day year, (c) all deposits and advance payments are nonrefundable, and (d) invoices totaling $6,500 or less are due upon receipt, Net15 does not apply in this case. The Client explicitly agrees that the Agency may email invoices to the provided email address and such invoices shall be deemed received by the client if the said email is not returned as “undeliverable”. Invoice reminders will be sent weekly if the Client fails to pay the invoice within 90-days of the original post-date, the Agency's legal team will be notified and the Client will be responsible for all attorney fees incurred.

Payment. If there are additional deliverables requested outside of the scope of this agreement, the Agency will provide an estimate for approval to the Client. The Agency's billable hourly rate at $167/hour will be applied.

Delays. In the case of any unreasonable or persistent delays, the Agency reserves the right to pause the project and invoice for services rendered through the pause date based on the Agency’s hourly rate (not to exceed the total amount of the Fee). The Agency will reschedule the project when the Client is ready to recommence, for a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Agreement will be prepared.

• Monthly Retainers. In the scenario where the Client is contracted on a monthly retainer and has not responded to any communication from the Agency in two weeks or more, the Agency reserves the right to pause the retainer and invoice for services rendered through the pause date based on the Agency’s hourly rate of $167 (not to exceed the total amount of the Fee). The Agency will reschedule the project when the Client is ready to recommence, for a mutually convenient time; however, there may be additional fees or expenses required. A change order or new work order will be prepared. It is also important to note, in the event that the previously partnered Agency Point of Contact (POC) does not have the capacity, you may be partnered with a new Agency POC who would then be your main point of contact going forward.
• One-Time Project Fees. In the scenario where the Client has a project that has already been paid in full and the Client has not responded to any communication from the Agency in two weeks or more, the agency reserves the right to pause the project. Depending on at which point the project has been paused, the Agency reserves the right to determine if the project shall restart. In the case that the project starts back up, the Agency will reach out to schedule a start date for a mutually convenient time; however, there may be additional fees required. A change order or new work order will be prepared for the Client to sign before the project commences once again. In the case that the project does not relaunch, the Agency will retain all fees paid unless otherwise specified in the proposal. Lastly, it is also important to note, in the event that the previously partnered Agency POC does not have the capacity, the Client may be partnered with a new Agency POC who would then be your main point of contact going forward.

Termination. Either party may terminate the applicable Agreement if the other party fails to perform any material obligations; provided that, if such failure is curable, the non-breaching party must give the breaching party written notice and at least ten days to cure, and may only terminate if the breach is not cured within the cure period.

Termination for Cause. Caffeine Marketing, in its sole discretion, shall have the right to immediately terminate this agreement in the event that Client engages in conduct that is illegal or immoral. This conduct includes pornography, online gambling, online pharmacies, and unfair and deceptive trade practices, as such practices are defined by law.

Ownership. All deliverables and work products shall be deemed “work made for hire.” Upon full payment of all amounts due, the Agency shall irrevocably assign, convey, and sell to Client all rights, title, and interest in the deliverables and any intellectual property rights relating thereto.

Case Studies Unless explicitly agreed upon before starting a work engagement, Caffeine Marketing reserves the right to showcase results achieved for clients on their website and any other sales or marketing materials. By signing a work agreement with Caffeine Marketing, you’re giving permission for us to showcase work done for you for marketing Caffeine Marketing’s services.

Client Ownership of Material. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Caffeine Marketing for inclusion on the website above are owned by Client, or that Client has received written permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and indemnify Caffeine Marketing and its subcontractors from any liability or suit arising from the use of such elements.

Client's Indemnification of Caffeine Marketing. Client agrees to indemnify, defend, and hold Caffeine Marketing harmless from any claims, judgments, lawsuits, actions, damages, liability, and/or obligations (including costs and attorneys' fees), including, without limitation, claims arising in contract or tort, arising out of or related to any breach by Client of any representation, warranty or covenant made in this Agreement. Client further agrees indemnify, defend, and hold Caffeine Marketing harmless from any claims, judgments, lawsuits, actions, damages, liability, and/or obligations (including costs and attorneys' fees), including, without limitation, claims arising in contract or tort, arising out of or related to Client’s conduct of its business activities either on the internet or through traditional business channels. Caffeine Marketing will retain the right to review and approve any proposed settlement of claims against Caffeine Marketing subject to Client’s indemnification. Caffeine Marketing will not unreasonably withhold its consent to such settlements in exercising Caffeine Marketing’s review and approval rights.

Recognition of Relationship. This work order, statement of work grants the agency right to acknowledge in public materials (such as the agency website and on basic agency marketing collateral) that the other party to this statement of work is, or has been in the past, a “client” or “project client” of the agency. Use of Client’s logo, upon confirmation that the logo is approved and current, is also granted.a

Artificial Intelligence. Throughout the creative process, Caffeine Marketing reserves the right to use AI (Artificial Intelligence) to assist in creating copywriting, ideas, images, and other media assets.

No License. Reseller may not use the Caffeine Marketing corporate names or trademarks without prior written approval of Caffeine Marketing. Caffeine Marketing shall retain complete ownership rights to any advertising, marketing materials, or website content provided to Client.

No Competition or Hiring or Solicitation of Employees. Client agrees that, during the Term of this Agreement and for a period of one year thereafter, Client shall not, and shall not permit any of the Client’s employees or agents to directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit any employee of Caffeine Marketing to leave his or her employment with Caffeine Marketing. Client further agrees, that in consideration of Caffeine Marketing providing Client with access to Caffeine Marketing’s confidential and proprietary trade secret information described herein, that Client agrees not to engage in a competing business with Caffeine Marketing for the term of this Agreement and for a period of one (1) year after the Agreement’s termination.

Confidentiality. Each party to this SOW (“Receiving Party”) agrees to maintain the confidentiality of all Confidential Information supplied by the other party (“Disclosing Party”). The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except on a "need to know" basis to such of its employees, agents, or advisors who have a legitimate business purpose in connection with the subject matter of this SOW. For purposes of this SOW, "Confidential Information" means all information of any kind, regardless of the form or medium, that it is obtained from, through, or delivered by or on behalf of the Disclosing Party or its related parties hereunder or that otherwise concerns the Disclosing Party’s business (which Confidential Information shall include the terms of this SOW) and/or any information regarding the executives, officers, directors or investors in the Disclosing Party. As between the Disclosing Party and the Receiving Party, all Confidential Information shall be the property of the Disclosing Party, and the Receiving Party shall have no right, title, or interest in such Confidential Information or any intellectual property or similar rights relating thereto. The Receiving Party shall not under any circumstances use, or disclose to third parties, any personally identifiable information or data of any other person that is included within or derived from Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include the following: (i) was in the public domain at the time it was disclosed by the Disclosing Party or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, (iii) is disclosed with the prior written consent of the Disclosing Party; and (iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party who had a right to disclose such information on an unrestricted basis.

*Please note that for each scenario the Agency must provide a receipt of an attempt to reach the Client by email, phone, and any other methods.

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