Terms and Conditions - Master Service Agreement
1. Agreement To Terms
Updated 7-18-2024
1.1 Introduction
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Reap Technologies, doing business as Creative Partner ("Creative Partner," “we," “us," or “our”), concerning your access to and use of the https://creativepartnersolutions.com/ website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in Michigan, United States, and have our registered mailing address at 4800 Collins Road Unit 21004, Lansing, Michigan 48909, United States.
1.2 Acceptance of Terms
By accessing the Site or engaging in any business transaction with Creative Partner, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR ENGAGING IN ANY BUSINESS WITH CREATIVE PARTNER, AND YOU MUST DISCONTINUE USE IMMEDIATELY.
1.3 Changes to Terms
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason.
1.4 Notification of Changes
Creative Partner is neither liable nor obligated to notify users of any changes made to our Terms and Conditions page. Viewers and clients must check this page regularly to be promptly updated regarding Creative Partner policies pertaining to refunds, liability, and other important terms and conditions. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
1.5 Compliance with Local Laws
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
1.6 Industry-Specific Regulations
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
1.7 Minors
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.
2. Definitions
Definitions
2.1 Client
Refers to any individual or entity that enters into an agreement with Creative Partner for the provision of services as outlined in this Agreement.
2.2 Company
Refers to Creative Partner, including all its employees, contractors, and affiliates involved in providing services to the Client.
2.3 Services
Refers to the comprehensive range of services provided by Creative Partner, including but not limited to web design, web development, SEO, social media marketing, graphic design, reputation management, printing services, paid ads/PPC, and business consulting.
2.4 Deliverables
Refers to the tangible and intangible work products provided to the Client as a result of the Services, which may include reports, designs, documents, software, and other outputs specified in the Scope of Work.
3. Scope of Services
Scope of Services
3.1 Web Design and Development
Creative Partner agrees to provide the Client with web design and development services, which may include but are not limited to initial consultations, wireframing, visual design, coding, content integration, testing, and deployment. Detailed deliverables and timelines will be outlined in the specific Scope of Work for each project.
3.2 SEO Services
Creative Partner agrees to provide the Client with SEO services, which may include but are not limited to keyword research, on-page optimization, content creation, link building, and performance reporting. Detailed deliverables and timelines will be outlined in the specific Scope of Work for each project.
3.3 Paid Ads Services
Creative Partner agrees to provide the Client with paid advertising services, which may include but are not limited to strategy development, ad creation, campaign setup, optimization, and performance reporting on platforms such as Google Ads, Facebook Ads, and Instagram Ads. Detailed deliverables and timelines will be outlined in the specific Scope of Work for each project.
3.4 Additional Services
Creative Partner may provide additional services as agreed upon in writing by both parties. These may include but are not limited to social media management, graphic design, reputation management, printing services, and business consulting. The specifics of such services, including deliverables and timelines, will be outlined in a separate Scope of Work.
4. Web Design and Development
4. Web Design and Web Development
Web Design and Web Development
4.1 Web Design
4.1.1 Scope of Web Design Services
Creative Partner agrees to provide the Client with web design services, which may include but are not limited to:
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Initial consultations
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Wireframing
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Visual design creation
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Design revisions
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Final design approval
4.1.2 Design Process
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Initial Consultation: Discussion of project requirements and goals.
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Wireframes: Basic layout and structure of the website.
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Mockups: Detailed visual representations of the website.
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Revisions: Client feedback and design adjustments.
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Approval: Final design approval before development begins.
4.1.3 Client Responsibilities for Web Design
The Client agrees to:
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Provide timely feedback on design drafts.
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Supply required content, images, and branding materials.
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Ensure prompt payment of invoices as per the agreement.
4.1.4 Design Deliverables
Creative Partner will provide the Client with final design files in an agreed-upon format, such as PSD, AI, or Sketch.
4.2 Web Development
4.2.1 Scope of Web Development Services
Creative Partner agrees to provide the Client with web development services, which may include but are not limited to:
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Coding and implementation of the approved design
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Content integration
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Functionality implementation
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Testing and quality assurance
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Deployment and launch
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Post-launch support
4.2.2 Development Process
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Setup: Configuration of development environment and tools.
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Coding: Development of website functionality and features.
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Content Integration: Incorporation of text, images, and other content provided by the Client.
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Testing: Comprehensive testing to ensure quality and performance.
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Revisions: Client feedback and adjustments.
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Approval: Final approval before launch.
4.2.3 Client Responsibilities for Web Development
The Client agrees to:
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Provide all necessary access to hosting accounts, domain registrars, and other platforms.
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Supply required content and materials in a timely manner.
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Maintain effective communication and provide timely feedback.
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Ensure prompt payment of invoices as per the agreement.
4.2.4 Development Deliverables
Creative Partner will provide the Client with a fully functional and tested website, along with documentation and training as needed.
4.3 Project Phases and Timeline
The web design and development project will be divided into the following phases, each with its estimated timeline:
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Discovery: Requirements gathering, project planning, and initial consultations.
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Design: Wireframing, visual design creation, and initial mockups.
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Development: Coding, content integration, and functionality implementation.
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Testing: Quality assurance, bug fixing, and performance testing.
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Launch: Final review, deployment, and post-launch support.
5. SEO Services
SEO Services
5.1 Scope of SEO Services
Creative Partner agrees to provide the Client with a range of SEO services, which may include but are not limited to:
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On-Page Optimization:
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Title tags
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Meta descriptions
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Headers
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URL structure
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Internal linking
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Content optimization
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Off-Page Optimization:
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Link building
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Social media marketing
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Influencer outreach
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Technical SEO:
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Website speed optimization
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Mobile optimization
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XML sitemaps
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Site architecture analysis
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Local SEO:
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Google My Business optimization
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Local directory submissions
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Reporting and Analytics:
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Monthly performance reports
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Google Analytics setup and monitoring
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SEO audit reports
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5.2 Client Responsibilities for SEO
The Client agrees to:
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Website Access: Provide all necessary back-end access to the website, including FTP, CMS, and hosting accounts, to allow for on-page and technical SEO implementation.
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Content Provision: Supply any content, images, and other materials required for SEO activities promptly.
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Communication: Maintain effective communication and provide timely feedback to ensure project milestones are met.
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Payment: Ensure timely payment of invoices as per the payment terms outlined in the agreement.
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Acceptance of SEO Risks: Acknowledge that SEO results can vary and that there are inherent risks due to search engine algorithm updates and other external factors beyond Creative Partner’s control.
5.3 Reporting
Creative Partner agrees to provide the Client with detailed monthly reports that include:
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Activities performed during the previous month
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Performance metrics such as keyword rankings, traffic statistics, and conversion rates
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Insights and recommendations for ongoing SEO efforts
5.4 Performance Guarantees and Disclaimers
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No Guarantees: Creative Partner does not guarantee specific search engine rankings or outcomes due to the complex and competitive nature of SEO.
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Algorithm Changes: Client understands that search engine algorithms change frequently and that these changes can affect website rankings and performance.
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Ethical Practices: Creative Partner commits to using only white-hat SEO techniques in accordance with search engine guidelines.
5.5 Duration and Renewal
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Term: The SEO services will be provided for an initial term of [X months], starting from the effective date of this agreement.
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Renewal: The agreement will automatically renew for successive [X-month] terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
5.6 Termination
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Without Cause: Either party may terminate this agreement upon 30 days' written notice to the other party.
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For Cause: Either party may terminate this agreement immediately if the other party is in material breach of any term of this agreement and fails to cure such breach within 15 days of receiving written notice of the breach.
5.7 Confidentiality
Both parties agree to keep all confidential information obtained during the term of this agreement confidential and to not disclose such information without prior written consent from the other party.
6. Paid Ads Services
6. Paid Ads Services
Paid Ads Services
6.1 Scope of Paid Ads Services
Creative Partner agrees to provide the Client with paid advertising services, which may include but are not limited to:
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Ad Strategy Development: Crafting a comprehensive strategy tailored to the Client’s goals.
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Keyword Research: Identifying relevant keywords to target in campaigns.
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Ad Creation: Designing and writing ad copy for various platforms.
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Campaign Setup: Configuring ad campaigns on platforms such as Google Ads, Facebook Ads, Instagram Ads, etc.
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Bid Management: Optimizing bids to achieve the best return on investment.
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A/B Testing: Running tests to identify the most effective ads.
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Campaign Monitoring and Optimization: Continuously monitoring and adjusting campaigns to improve performance.
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Reporting: Providing regular performance reports to the Client.
6.2 Advertising Budget and Management
6.2.1 Budget Allocation
The Client will provide a budget for the advertising campaigns, which will be managed by Creative Partner. The budget allocation will be outlined in the Scope of Work.
6.2.2 Payment of Advertising Costs
The Client is responsible for funding the advertising budget directly to the platforms used (e.g., Google, Facebook). Creative Partner will manage the allocation and spending of the budget.
6.2.3 Management Fees
Creative Partner will charge a management fee for overseeing the advertising campaigns. The fee structure and payment schedule will be detailed in the Scope of Work.
6.3 Ad Approval and Revisions
6.3.1 Ad Creation and Approval
Creative Partner will create ad creatives and submit them for Client approval before launching the campaigns. This process ensures that all ads align with the Client’s brand and goals.
6.3.2 Revisions and Feedback
The number of revisions included will be specified in the Scope of Work. Feedback and approval will be facilitated through the agreed-upon project management platform.
6.4 Performance Tracking and Reporting
6.4.1 Metrics and KPIs
Creative Partner will track key performance indicators (KPIs) such as impressions, clicks, conversions, and return on ad spend (ROAS).
6.4.2 Reporting Frequency
Performance reports will be provided [weekly/monthly], detailing the campaign's progress and results.
6.4.3 Tools and Platforms
Performance tracking will utilize relevant tools and platforms specified in the Scope of Work.
6.5 Duration and Renewal
6.5.1 Term
The paid ads services will be provided for an initial term of 3-months, starting from the effective date of this agreement.
6.5.2 Renewal
The agreement will automatically renew for successive 1-month terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
6.6 Termination
6.6.1 Without Cause
Either party may terminate this agreement upon 30 days' written notice to the other party.
6.6.2 For Cause
Either party may terminate this agreement immediately if the other party is in material breach of any term of this agreement and fails to cure such breach within 15 days of receiving written notice of the breach.
6.7 Confidentiality
Both parties agree to keep all confidential information obtained during the term of this agreement confidential and to not disclose such information without prior written consent from the other party.
7. Client Responsibilities
Client Responsibilities
7.1 Provision of Content and Materials
The Client agrees to provide all necessary content, images, and other materials required for the completion of the Services in a timely manner. This includes, but is not limited to:
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Text content for web pages and marketing materials.
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High-resolution images and graphics.
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Access to any third-party services or platforms that are required for the project.
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Any branding guidelines, logos, or other assets necessary for the project.
7.2 Timely Communication and Feedback
The Client agrees to maintain timely communication and provide feedback within agreed timelines to ensure that project milestones are met. This includes:
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Responding to emails, calls, and messages within [specified timeframe, e.g., 2 business days].
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Reviewing and approving deliverables promptly.
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Providing clear and constructive feedback.
7.3 Access to Necessary Accounts and Platforms
The Client agrees to provide Creative Partner with access to any necessary accounts and platforms to perform the Services. This includes, but is not limited to:
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Website hosting and domain registrar accounts.
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Content management system (CMS) access.
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Google Analytics, Google Search Console, and other SEO tools.
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Advertising accounts (e.g., Google Ads, Facebook Ads).
7.4 Timely Payments
The Client agrees to ensure prompt payment of invoices as per the payment terms outlined in the agreement. This includes:
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Adhering to the payment schedule specified in the Scope of Work.
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Addressing any payment issues or disputes in a timely manner.
7.5 Cooperation and Support
The Client acknowledges that the timely and successful completion of the Services is dependent on their cooperation and support. The Client agrees to:
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Attend scheduled meetings and calls.
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Provide necessary resources and information.
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Make decisions and approvals promptly to avoid project delays.
7.6 Acceptance of Risks
The Client understands and accepts that certain risks are inherent in digital marketing and development projects, including but not limited to:
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Changes in search engine algorithms that may affect SEO performance.
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Variations in advertising costs and performance.
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Potential downtime during website updates or migrations.
8. Payment Terms
Payment Terms
8.1 Fee Structure
Creative Partner will charge the Client fees for the Services provided as outlined in the Scope of Work. The fee structure may include:
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Flat Rate: A one-time fee for the entire project.
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Hourly Rate: A fee based on the number of hours worked.
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Monthly Retainer: A recurring monthly fee for ongoing services.
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Performance-Based: A fee structure based on achieving specific performance metrics.
8.2 Payment Schedule
The payment for the project will be structured as follows:
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Initial Deposit: A percentage of the total project cost, payable upon acceptance of the Scope of Work and commencement of the project.
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Milestone Payments: Payments due at specified milestones throughout the project timeline.
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Final Payment: The remaining balance, due upon project completion and prior to the delivery of the final deliverables.
8.3 Late Payment Penalties
Should the Client fail to make any of the payments within the days they are due, Creative Partner reserves the right to:
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Charge Late Fees: A late payment fee of 10% per month on the overdue amount or the maximum allowed by law, whichever is lower.
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Suspend Services: Suspend ongoing services until the outstanding payment is received.
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Terminate Agreement: Terminate the agreement if payments are consistently late or unpaid.
8.4 Dispute Resolution
In the event of a payment dispute, the following steps will be taken:
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Notification: The disputing party must notify the other party in writing of the dispute, detailing the nature of the disagreement and the amount in dispute.
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Resolution: Both parties will attempt to resolve the dispute through negotiation and discussion within 7 business days of the notification.
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Mediation/Arbitration: If the dispute cannot be resolved through negotiation, it will be referred to mediation or arbitration as outlined in the dispute resolution section of this agreement.
8.5 Payment Methods
Creative Partner accepts the following payment methods:
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Bank Transfer: Direct transfer to Creative Partner’s bank account.
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Credit Card: Payments via major credit cards.
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Online Payment Platforms: Payments through designated online payment platforms (e.g., PayPal, Stripe).
8.6 Taxes and Additional Charges
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Taxes: All fees are exclusive of any taxes, assessments, or other governmental charges that may apply. The Client is responsible for paying any applicable taxes.
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Additional Charges: Any additional charges incurred during the project (e.g., third-party software, licensing fees) will be billed to the Client with prior written approval.
9. Ownership and Licenses
Ownership and Licenses
9.1 Ownership of Work Products
Upon full payment of all fees owed to Creative Partner, the Client will own all work products created during the course of the project. This includes, but is not limited to:
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Website designs
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Developed code
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Content created specifically for the Client
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Graphics and visual assets
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Reports and documentation
9.2 Use of Pre-existing Intellectual Property
Creative Partner retains ownership of any pre-existing intellectual property, including but not limited to:
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Proprietary code libraries
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Design templates
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Software tools
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Methodologies and processes
Creative Partner grants the Client a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify the pre-existing intellectual property solely for the purpose of the project and its intended use.
9.3 Transfer of Ownership Upon Full Payment
Ownership of the final deliverables will be transferred to the Client upon full payment of all invoices related to the project. Until full payment is received, Creative Partner retains full ownership and rights to the deliverables.
9.4 Client Materials
The Client retains ownership of all materials provided to Creative Partner for the purpose of the project. The Client grants Creative Partner a non-exclusive, royalty-free license to use, reproduce, and modify the Client Materials solely for the purpose of providing the Services.
9.5 Intellectual Property Rights
Both parties agree to respect each other's intellectual property rights. Unauthorized use, reproduction, or distribution of the other party’s intellectual property is strictly prohibited.
9.6 Third-party Materials
Any third-party materials used in the project will be subject to the terms and conditions of the respective third-party licenses. Creative Partner will inform the Client of any third-party materials and obtain necessary permissions or licenses on behalf of the Client, if required.
9.7 Portfolio Use
The Client grants Creative Partner the right to use the final deliverables and the Client’s name and logo in Creative Partner’s portfolio, website, and marketing materials to showcase the work completed, unless otherwise agreed in writing.
10. Warranties and Disclaimers
Warranties and Disclaimers
10.1 Scope of Warranties
Creative Partner warrants that:
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Service Quality: All services provided will be performed in a professional and workmanlike manner, in accordance with industry standards.
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Compliance: The deliverables will comply with the specifications and requirements set forth in the Scope of Work.
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Original Work: All work provided will be original and will not infringe upon the intellectual property rights of any third party.
10.2 Disclaimer of Specific Outcomes
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No Guarantee of Results: Creative Partner does not guarantee specific results, such as search engine rankings, traffic volumes, sales conversions, or other performance metrics, due to the nature of digital marketing and the influence of external factors beyond Creative Partner’s control.
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Algorithm Changes: The Client acknowledges that search engine algorithms and advertising platform policies are subject to change, which can affect the performance of SEO and paid advertising campaigns. Creative Partner is not responsible for any negative impacts resulting from such changes.
10.3 Limitation of Liability
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Direct Damages: To the fullest extent permitted by law, Creative Partner’s liability to the Client for any direct damages arising out of or in connection with this agreement shall not exceed the total fees paid by the Client to Creative Partner in the twelve (12) months preceding the event giving rise to the claim.
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Indirect Damages: In no event shall Creative Partner be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client or any third party, whether in an action in contract or tort, even if Creative Partner has been advised of the possibility of such damages.
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Force Majeure: Creative Partner shall not be liable for any failure to perform its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, natural disasters, or internet outages.
11. Confidentiality
Confidentiality
11.1 Protection of Sensitive Information
Both parties agree to protect and safeguard any confidential information disclosed during the term of this agreement. Confidential information includes, but is not limited to:
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Business plans and strategies
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Financial information
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Marketing and sales information
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Technical data and know-how
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Proprietary software and systems
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Client lists and contact information
11.2 Non-disclosure Agreements
Both parties agree to:
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Non-Disclosure: Not disclose any confidential information to any third party without the prior written consent of the disclosing party.
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Use Restriction: Use the confidential information only for the purposes of performing the obligations under this agreement.
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Protection Measures: Take all reasonable measures to protect the confidentiality of the information, at least as stringent as those used to protect their own confidential information.
11.3 Exceptions to Confidentiality
Confidential information does not include information that:
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Public Domain: Is or becomes publicly available through no fault of the receiving party.
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Independent Development: Is developed independently by the receiving party without the use of the disclosing party's confidential information.
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Third-party Disclosure: Is disclosed to the receiving party by a third party who is not, to the knowledge of the receiving party, in breach of an obligation of confidentiality.
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Legal Requirement: Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy.
11.4 Duration of Confidentiality Obligations
The obligations of confidentiality will remain in effect for a period of [X] years following the termination or expiration of this agreement.
11.5 Return or Destruction of Confidential Information
Upon termination or expiration of this agreement, or upon request by the disclosing party, the receiving party will promptly return or destroy all copies of confidential information, and certify in writing that it has done so.
12. Indemnification
Indemnification
12.1 Client’s Indemnification Obligations
The Client agrees to indemnify, defend, and hold harmless Creative Partner, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
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Client Materials: Any claim that the materials provided by the Client infringe upon any third-party rights, including intellectual property rights.
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Client Actions: Any action taken by the Client that is in breach of this agreement or violates any applicable law or regulation.
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Client Negligence: Any claim resulting from the Client’s negligence or willful misconduct.
12.2 Contractor’s Indemnification Obligations
Creative Partner agrees to indemnify, defend, and hold harmless the Client, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
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Contractor’s Work: Any claim that the services or deliverables provided by Creative Partner infringe upon any third-party rights, including intellectual property rights.
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Contractor Actions: Any action taken by Creative Partner that is in breach of this agreement or violates any applicable law or regulation.
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Contractor Negligence: Any claim resulting from Creative Partner’s negligence or willful misconduct.
12.3 Indemnification Procedures
In the event of a claim subject to indemnification under this agreement, the following procedures shall apply:
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Notification: The indemnified party shall promptly notify the indemnifying party in writing of the claim, specifying the nature of the claim and the relief sought.
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Control of Defense: The indemnifying party shall assume control of the defense and settlement of the claim; provided, however, that the indemnified party shall have the right to participate in the defense at its own expense and to approve any settlement that imposes any obligations or liabilities on the indemnified party.
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Cooperation: The indemnified party shall cooperate fully with the indemnifying party in the defense of the claim and provide all necessary assistance, information, and authority to enable the indemnifying party to conduct the defense and settlement.
13. Liability and Limitation of Claims
Liability and Limitation of Claims
13.1 Limitation of Liability
To the fullest extent permitted by law:
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Monetary Cap: Creative Partner’s total liability to the Client for any and all claims, losses, or damages arising out of or in connection with this agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Creative Partner under this agreement in the twelve (12) months preceding the event giving rise to the claim.
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Excluded Damages: In no event shall Creative Partner be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client or any third party, even if Creative Partner has been advised of the possibility of such damages.
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Force Majeure: Creative Partner shall not be liable for any failure to perform its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, natural disasters, or internet outages.
13.2 Timeframe for Raising Claims
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Notification of Claims: The Client must notify Creative Partner in writing of any claim, action, or demand arising out of or in connection with this agreement within thirty (30) days of the occurrence of the event giving rise to the claim.
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Statute of Limitations: Any claim by the Client against Creative Partner arising out of or in connection with this agreement must be brought within one (1) year after the occurrence of the event giving rise to the claim. Any claims not brought within this period shall be deemed waived.
13.3 Exclusions and Limitations
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No Warranties: Except as expressly provided in this agreement, Creative Partner makes no representations or warranties of any kind, express or implied, with respect to the services provided under this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
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Reliance on Information: The Client acknowledges that any information or advice provided by Creative Partner is based on the information available at the time and is subject to change. Creative Partner shall not be liable for any decisions made by the Client based on such information or advice.
13.4 Remedies
The Client’s sole and exclusive remedy for any breach of this agreement by Creative Partner shall be, at Creative Partner’s option, either:
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Reperformance: The reperformance of the services, or
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Refund: The refund of the fees paid by the Client to Creative Partner for the services that gave rise to the claim.
14. Governing Law and Jurisdiction
Governing Law and Jurisdiction
14.1 Applicable Laws
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to its conflict of law principles.
14.2 Jurisdiction for Disputes
The parties irrevocably agree that the courts of the State of Michigan shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. The parties agree to submit to the personal jurisdiction of such courts and waive any objections to venue in such courts.
14.3 Venue
Any legal action or proceeding arising out of or in connection with this agreement shall be brought exclusively in the state or federal courts located in Ingham County, Michigan. The parties irrevocably waive any right to contest the venue in such courts.
14.4 Legal Fees
In the event of any dispute arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection with the dispute.
14.5 Waiver of Jury Trial
Each party hereby waives any right to a jury trial in any legal proceeding arising out of or in connection with this agreement.
15. Miscellaneous
Miscellaneous
15.1 Amendments
This agreement may be modified, supplemented, amended, or revised only in a writing signed by both parties. Any amendments shall be binding only if executed in writing and signed by authorized representatives of both Creative Partner and the Client.
15.2 Assignment
Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party. Any attempted assignment or transfer in violation of this provision shall be void and of no effect.
15.3 Severability
If any provision of this agreement is held to be invalid or unenforceable, whether in whole or in part, for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this agreement, which shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, as closely as possible, achieves the intended economic and legal effect of the original provision.
15.4 Waiver
No waiver of any provision of this agreement shall be binding unless executed in writing by the party making the waiver. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of such provision or of the right to enforce such provision in the future.
15.5 Entire Agreement
This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral, relating to such subject matter.
15.6 Notices
All notices required or permitted under this agreement shall be in writing and shall be deemed given when delivered in person, sent by email with confirmation of receipt, sent by certified mail (return receipt requested), or sent by a recognized overnight courier service, to the addresses specified by each party in the Scope of Work or to such other address as a party may specify in writing.
15.7 Relationship of the Parties
The relationship of the parties is that of independent contractors. Nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
16. Creative Partner Website Content
Creative Partner Website Content
16.1 Ownership of Content
All web content present on the Creative Partner website, including but not limited to the company logo, images, videos, icons, headers, footers, landing pages, and blog posts, is the exclusive property of Creative Partner. This content is protected by copyright, trademark, and other intellectual property laws.
16.2 Use Restrictions
The Client agrees not to:
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Copy: Copy, reproduce, or republish any website content without prior written permission from Creative Partner.
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Modify: Modify, adapt, or create derivative works from any website content.
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Distribute: Distribute, transmit, publicly display, or perform any website content.
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Commercial Use: Use any website content for commercial purposes without express permission from Creative Partner.
16.3 Trademark Notice
Creative Partner is a registered trademark, and its use without prior written consent is strictly prohibited. Unauthorized use of the Creative Partner trademark will constitute a violation of applicable laws and may result in criminal or civil penalties.
16.4 Legal Enforcement
Creative Partner reserves the right to pursue legal action against any party that infringes upon its intellectual property rights. This includes but is not limited to seeking damages, injunctive relief, and any other legal remedies available under applicable law.
16.5 Client Use of Content
The Client may be granted limited, non-exclusive rights to use certain content provided by Creative Partner for the purpose of fulfilling the services outlined in this agreement. Any such use shall be subject to the terms and conditions specified by Creative Partner in writing.
17. Refund Policy
Refund Policy
17.1 Active Projects
If the Client wishes to discontinue services while the project is still active, Creative Partner will refund the balance of the Client’s order on a pro-rata basis. The amount for the work already delivered will be retained, and the remaining balance will be refunded.
17.2 Projects 90 Days Old or More
Any project—whether active, on hold, in-progress, or already completed—will not be eligible for a partial or full refund if the payment for that project was made 90 days ago or more.
17.3 Prepaid Plans
Creative Partner offers prepaid plans that are billed in advance on a quarterly, semi-annual, or annual basis. Refunds for prepaid plans are provided on a pro-rata basis in case of early cancellation. If the Client decides to cancel their prepaid plan early, they are eligible for a prorated refund calculated based on the original (non-discounted) rate of the services used.
Example:
If the Client purchases a 12-month SEO marketing plan worth $1,000 per month ($12,000 annually) with a 33% upfront payment discount (total $8,040), and decides to cancel the plan after 6 months:
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The cost of the services used will be calculated at the original rate ($1,000 per month), totaling $6,000.
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This amount will be subtracted from the amount paid upfront, leaving a credit of $2,040 ($8,040 - $6,000).
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The prorated refund for the remaining 6 months will be $2,040.
Refunds will be processed to the Client’s original payment method within 3-5 working days.
17.4 Complete Refunds
If the Client has specific concerns and wishes to request a complete refund, they must send a detailed refund request. Creative Partner will review the case and make a decision accordingly.
17.5 100% Money Back Guarantee
Creative Partner offers a 100% money-back guarantee policy for SEO projects under certain conditions:
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If the Client’s designated website does not show improved rankings after the first month’s deliverables have been completed within 30 days, Creative Partner will reimburse the entire payment amount, including any transaction fees.
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The Client must initiate the money-back guarantee process within 60 days from the date of project completion. Requests received after 60 days will not be entertained.
17.6 Refunds for Discounted Services
For refunds of any service where a discount was applied, the refund amount will be based on the full price of the service provided. The refund will be calculated based on the work already completed by Creative Partner at the full, non-discounted rate, and not at the discounted rate.
18. Recurring Payment Policy
Recurring Payment Policy
18.1 Services Covered
The following services provided by Creative Partner are charged on a recurring basis:
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Search Engine Optimization (SEO)
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Pay Per Click Advertising (PPC)
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Social Media Marketing
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Content Marketing
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Reputation and Brand Management
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Other similar Digital Marketing services
Depending on the length, complexity, and duration of a project, certain web design and development projects may also be charged on a recurring monthly payment basis.
18.2 Billing Frequency
The billing frequency for recurring services will be specified in the Scope of Work and may include:
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Monthly: Payment due at the beginning or end of each month.
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Quarterly: Payment due at the beginning of each quarter.
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Semi-Annual: Payment due at the beginning of each six-month period.
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Annual: Payment due at the beginning of each year.
18.3 Payment Methods
Creative Partner accepts the following payment methods for recurring services:
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Bank Transfer
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Credit Card
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Online Payment Platforms (e.g., PayPal, Stripe)
18.4 Automatic Renewal
All recurring services will automatically renew at the end of each billing period unless either party provides written notice of non-renewal at least 30 days prior to the end of the current billing period.
18.5 Cancellation Policy
Either party may cancel recurring services by providing written notice at least 30 days prior to the end of the current billing period. Upon cancellation, the Client will be responsible for any fees due for services rendered up to the cancellation date.
18.6 Refunds for Recurring Payments
Refunds for recurring payments will be handled as follows:
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Prorated Refunds: If the Client cancels recurring services before the end of the billing period, a prorated refund will be provided for the unused portion of the service, based on the full, non-discounted rate.
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Refund Requests: The Client must submit a refund request within 30 days of the cancellation date. Refunds will be processed to the Client’s original payment method within 3-5 working days.
18.7 Late Payment Penalties
If the Client fails to make any recurring payments within the due date, Creative Partner reserves the right to:
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Charge Late Fees: A late payment fee of 10% per month on the overdue amount or the maximum allowed by law, whichever is lower.
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Suspend Services: Suspend ongoing services until the outstanding payment is received.
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Terminate Agreement: Terminate the agreement if payments are consistently late or unpaid.
19. Client Feedback and Approval
Client Feedback and Approval
19.1 Feedback Timelines
To maintain project momentum and ensure timely completion of services, the Client agrees to provide feedback or approval within [X] business days of receiving deliverables for review. Delays in feedback beyond this period may result in adjustments to the project timeline and may incur additional costs to maintain the project schedule.
19.2 Feedback Process
19.2.1 Initial Review
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Creative Partner will submit deliverables for the Client’s review via the agreed project management platform (e.g., Honeybook, Markup.io, Google Docs).
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The Client will review the deliverables and provide detailed feedback, including specific comments and suggested edits.
19.2.2 Revisions
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Creative Partner will incorporate the Client’s feedback and make the necessary revisions.
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The Client is entitled to 2 rounds of revisions or what is specified in the Scope of Work. Additional revisions beyond the specified number will be considered out of scope and may incur extra fees.
19.2.3 Final Approval
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After revisions are completed, Creative Partner will submit the final version of the deliverables for the Client’s approval.
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The Client will provide final approval or request any minor adjustments within the agreed timeframe.
19.3 Auto-Approval
If no feedback is received from the Client within 3 business days of receiving deliverables, Creative Partner reserves the right to consider the deliverables approved. This auto-approval helps ensure project timelines are adhered to and resources are effectively managed.
19.4 Communication Channels
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Primary Communication: All feedback and approvals will be facilitated through the primary communication channel agreed upon (e.g., Honeybook, email).
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Meeting Schedules: Regular progress meetings will be scheduled to discuss feedback and address any concerns, ensuring continuous alignment between both parties.
19.5 Escalation Procedure
In case of any disagreements or unresolved issues regarding deliverables:
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Initial Resolution: The Client and Creative Partner will attempt to resolve the issue through direct communication.
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Mediation: If direct communication does not resolve the issue, a mediation process will be initiated to reach a mutually acceptable solution.
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Formal Dispute Resolution: If mediation fails, the matter will be escalated to the formal dispute resolution process outlined in the agreement.
20. Right to Refuse Service
Right to Refuse Service
20.1 Discretion to Refuse
Creative Partner reserves the right, in its sole discretion, to refuse service to anyone for any reason. This includes, but is not limited to, instances where:
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Non-compliance: The Client fails to comply with the terms and conditions outlined in this agreement.
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Inappropriate Conduct: The Client engages in behavior that is abusive, harassing, or otherwise inappropriate towards Creative Partner’s staff or representatives.
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Conflict of Interest: Providing services to the Client would create a conflict of interest with existing clients or projects.
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Legal Concerns: The services requested involve activities that are illegal or unethical.
20.2 Notification of Refusal
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Creative Partner will provide written notice to the Client if it decides to refuse service, outlining the reasons for the refusal.
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If service is refused after a project has commenced, Creative Partner will refund any payments made for undelivered services, minus any costs incurred for work already completed.
20.3 Non-Discrimination
Creative Partner does not refuse service based on race, color, religion, gender, sexual orientation, national origin, age, disability, or any other characteristic protected by applicable law. The decision to refuse service will be based solely on the criteria outlined above and other legitimate business considerations.
20.4 Dispute Resolution
If the Client disagrees with the decision to refuse service, they may initiate the dispute resolution process as outlined in the agreement. This includes:
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Notification: Providing written notice of the dispute and the reasons for disagreement.
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Mediation: Attempting to resolve the dispute through mediation.
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Formal Resolution: If mediation fails, pursuing formal resolution through arbitration or legal proceedings as specified in the agreement.
21. Disclaimers and Limitations on Liability
Disclaimers and Limitations on Liability
21.1 General Disclaimer
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As-Is Basis: The services and deliverables provided by Creative Partner are on an "as-is" and "as-available" basis. Creative Partner makes no representations or warranties of any kind, express or implied, as to the operation of the services or the information, content, materials, or products included.
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No Warranty: To the fullest extent permissible by applicable law, Creative Partner disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
21.2 Limitation of Liability for Client Websites
Creative Partner will not be liable or responsible for any damages of any kind to the Client, their website(s), or any other entity. This includes, but is not limited to:
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Data Loss: Accidental loss or release of client data.
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Search Engine Penalties: Any penalties the client website may incur from search engines, as Creative Partner only utilizes white-hat SEO strategies in accordance with Google Guidelines.
21.3 Changes to Client Website
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Routine Backups: Clients are advised to routinely backup their website in case of any data loss. Creative Partner will not be liable for any loss of data or website issues.
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META Tag Changes: Clients are strongly advised not to change any META details or content on a landing page or website without informing Creative Partner beforehand. Creative Partner will not be responsible for any rankings or traffic loss as a result of such changes.
21.4 Search Engine Penalties
Creative Partner will not be liable in any way if a client website is penalized by search engines for any reason. Creative Partner practices white-hat SEO in full accordance with Google Guidelines and always seeks approval from the Client before making changes to their website.
21.5 Web Development Policy
Creative Partner will not be held liable or responsible for any damage to the website, loss or theft of data, or damage to any other online and/or offline property. Clients are encouraged to:
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User-Level Access: Provide user-level access instead of administrative access wherever possible.
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Post-Task Changes: Change any login details provided to Creative Partner after successful completion of the assigned task.
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Secure Backup: Keep a backup of their website on a secure server. Creative Partner will not be liable if the website disappears from the Google Index or is completely erased accidentally.
21.6 SEO Work
Creative Partner shall not be responsible if search engines start discounting links from their index for any reason. Neither will Creative Partner be liable for any rankings or traffic loss due to search engine updates or strategy changes from either end. Delays or performance issues arising from client hosting, ISP provider, delays from the Client’s end, or from circumstances beyond Creative Partner’s control will not be the responsibility of Creative Partner.
22. Client Websites
Client Websites
22.1 Responsibility for Client Websites
Creative Partner provides services to enhance and optimize client websites but is not responsible for any damages or issues that may arise related to the website. This includes, but is not limited to:
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Technical Issues: Problems related to hosting, server downtime, or technical malfunctions.
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Security Breaches: Unauthorized access, hacking, or other security issues that affect the website.
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Content Management: Errors or issues caused by the Client's management of the website content or structure.
22.2 Limitations of Liability
Creative Partner’s liability for any damages related to client websites is limited as follows:
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Direct Damages: Creative Partner's liability is limited to the fees paid by the Client for the specific services that directly caused the issue.
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Indirect Damages: Creative Partner is not liable for any indirect, incidental, consequential, or punitive damages, including lost profits, data loss, or business interruption.
22.3 Recommendations for Client Websites
To minimize risks and ensure optimal performance, Creative Partner recommends that clients:
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Regular Backups: Regularly back up their website and data to prevent data loss.
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Security Measures: Implement robust security measures, such as strong passwords, two-factor authentication, and regular security updates.
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Content Review: Regularly review and update website content to ensure accuracy and relevance.
22.4 Client Actions and Modifications
Any modifications or actions taken by the Client that affect the website are outside the control of Creative Partner. This includes:
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Content Changes: Changes to text, images, or other content elements.
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Structural Changes: Modifications to the website's design, layout, or architecture.
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Third-Party Integrations: Installation or removal of plugins, widgets, or other third-party tools.
Creative Partner is not responsible for any negative impacts or issues arising from such actions.
22.5 Recommendations for META Tags and SEO
Creative Partner advises clients to:
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Consult Before Changes: Consult with Creative Partner before making any changes to META tags, content, or other SEO-related elements to avoid negative impacts on search engine rankings and traffic.
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Follow Best Practices: Adhere to SEO best practices as recommended by Creative Partner to maintain and improve website performance.
22.6 Resolution of Website Issues
If any issues arise related to the client website, the Client should:
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Contact Support: Contact Creative Partner's support team to report the issue and seek assistance.
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Provide Details: Provide detailed information about the issue, including any recent changes or actions taken that may have contributed to the problem.
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Collaborate: Collaborate with Creative Partner to diagnose and resolve the issue promptly.
23. Google My Business (GMB) Setup & Recovery Service
Google My Business (GMB) Setup & Recovery Service
23.1 GMB Profile Setup Eligibility
The "GMB Profile Setup" service is applicable only to new Google My Business (GMB) accounts. Clients with existing GMB profiles are not eligible for this package.
23.2 Required Documentation
Clients must provide valid identification and necessary business documentation for GMB verification purposes. This may include:
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Business licenses
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Identification proofs
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Relevant certificates
Creative Partner is not liable for any delays in the profile setup process due to incomplete or missing documentation provided by the Client.
23.3 Verification Video Calls
As part of the GMB verification process, clients may be required to participate in video calls with Google to confirm their identity and business ownership. These calls are mandatory for security and authentication purposes.
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Client Responsibility: The Client must participate in these calls independently from Google. Failure to participate may delay the profile setup process.
23.4 GMB Profile Setup Support
With the GMB profile setup package, clients are entitled to 30 days of support following the setup and optimization of their GMB listing. This support includes:
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Assistance with technical issues
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Optimization queries
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General inquiries related to the GMB service provided
This 30-day support is provided free of charge. For any issues arising after 30 days, the Client must sign a new support agreement with Creative Partner.
23.5 Compliance with Google's Guidelines
Clients must comply with Google’s guidelines and policies regarding GMB/GBP. Any violations from the Client’s end will void the 30-day support clause.
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Policy Details: Google's detailed policies regarding GMB/GBP can be found on their official website.
23.6 Steps for GMB Suspension
In case of a GMB listing suspension, the Client must:
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Follow the steps provided by Creative Partner’s support team to address the issue promptly.
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Provide any additional documentation required by Google.
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Rectify any policy violations identified by Google.
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Appeal to Google regarding the suspension decision, if applicable.
Creative Partner will not be liable for any delays or losses resulting from the Client’s failure to take these steps.
23.7 Arbitration
In case of any dispute regarding the GMB services, both parties agree to:
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Amicable Resolution: Attempt to resolve the matter amicably between themselves.
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Complaint Submission: The Client may send complaints to contact@creativepartnersolutions.com for a prompt reply from the management team.
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ADR Service: If unable to resolve the issue, both parties agree to use the Alternative Dispute Resolution (ADR) service provided by the American Arbitration Association (ADR.org).
24. User Generated Contributions
User Generated Contributions
24.1 Definition and Scope
The Site may provide users with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites.
24.2 Ownership of Contributions
By submitting Contributions, you affirm that:
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Originality: You are the creator and owner of the Contributions or have the necessary licenses, rights, consents, and permissions to use and authorize Creative Partner and other users of the Site to use your Contributions.
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No Infringement: Your Contributions do not and will not infringe upon the proprietary rights, including intellectual property rights, of any third party.
24.3 License Grant
By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Creative Partner an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions.
24.4 User Conduct and Responsibilities
By submitting Contributions, you agree not to:
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Harassment and Abuse: Post any content that harasses, abuses, or threatens others.
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Obscenity and Offensiveness: Submit any obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable material.
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Legal Compliance: Ensure that your Contributions comply with all applicable laws and regulations, including those regarding child pornography, privacy, and defamation.
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Accurate Information: Provide accurate, truthful, and complete information in your Contributions.
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Solicitations and Spam: Avoid submitting unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
24.5 Review and Removal of Contributions
Creative Partner reserves the right to:
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Monitor Contributions: Monitor all Contributions and activity on the Site.
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Remove Contributions: Remove or disable any Contributions at any time for any reason without notice, at our sole discretion.
24.6 No Endorsement
Creative Partner does not endorse any Contributions or any opinion, recommendation, or advice expressed therein. Creative Partner disclaims all liability in connection with Contributions.
24.7 Feedback and Suggestions
If you provide any feedback or suggestions to Creative Partner regarding the Site, you hereby assign to Creative Partner all rights in such feedback and agree that Creative Partner shall have the right to use and fully exploit such feedback and related information in any manner it deems appropriate.
25. Changes to Terms and Conditions
Changes to Terms and Conditions
25.1 Right to Modify
Creative Partner reserves the right to update or modify these terms and conditions, as well as any policies, at any time and for any reason. Any such changes will be effective immediately upon posting the updated terms and conditions on the Creative Partner website.
25.2 Notification of Changes
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No Obligation to Notify: Creative Partner is under no obligation to notify clients or users of changes to the terms and conditions.
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Client Responsibility: It is the responsibility of the Client to review these terms and conditions periodically to stay informed of any updates.
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Continued Use: The Client’s continued use of Creative Partner’s services after any changes or updates constitutes acceptance of the new terms and conditions.
25.3 Versioning and Historical Terms
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Archive of Changes: Creative Partner will maintain an archive of previous versions of these terms and conditions, which can be made available upon request.
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Version Identification: Each update to the terms and conditions will be identified by the date of the last update.
26. Contact Us
Contact Us
26.1 General Inquiries
For general inquiries or further information regarding Creative Partner’s services, you may contact us at:
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Phone: 517.201.1166
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Mailing Address: Creative Partner
4800 Collins Road Unit 21004
Lansing, Michigan 48909
United States
26.2 Support
For support-related questions or issues, please reach out through:
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Support Email: support@creativepartnersolutions.com
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Support Phone: 517.201.1166
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Support Hours: Monday - Friday, 9am to 5:00pm
26.3 Billing and Payments
For billing inquiries or issues related to payments, you can contact our billing department at:
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Billing Email: billing@creativepartnersolutions.com
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Billing Phone: 517.201.1166
26.4 Feedback and Complaints
Creative Partner values your feedback. If you have any suggestions, feedback, or complaints, please contact:
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Feedback Email: feedback@creativepartnersolutions.com
26.5 Dispute Resolution
If you need to address a dispute regarding our services, please contact us through:
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Dispute Resolution Email: dispute@creativepartnersolutions.com
26.6 Social Media
Stay connected and updated by following us on our social media channels:
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Facebook: https://www.facebook.com/1creativpartner
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Twitter: https://x.com/1creativpartner
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Instagram: https://www.instagram.com/1creativpartner/
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Pinterest: https://www.pinterest.com/1creativpartner/
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Google Business Profile: https://g.co/kgs/ouAsbGB
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Google Maps Profile: https://maps.app.goo.gl/2XbPGTD7iTStAnwj6
Arbitration
Arbitration
27.1 Agreement to Arbitrate
Any dispute, controversy, or claim arising out of or relating to this agreement, or the breach, termination, or validity thereof, shall be finally resolved by arbitration in accordance with the rules of the American Arbitration Association (AAA).
27.2 Procedure
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Initiation: Either party may initiate arbitration by providing written notice to the other party and the AAA.
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Selection of Arbitrator: The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or appointed by the AAA if the parties cannot agree.
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Location: The arbitration shall take place in Ingham County, Michigan.
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Language: The arbitration shall be conducted in English.
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Final and Binding: The arbitrator's decision shall be final and binding on the parties and may be entered in any court of competent jurisdiction.
27.3 Costs
The costs of arbitration, including the fees of the arbitrator, shall be shared equally by the parties, unless the arbitrator decides otherwise in the award.
Electronic Communications, Transactions, and Signatures
Electronic Communications, Transactions, and Signatures
28.1 Consent to Electronic Communications
By using Creative Partner’s services, the Client consents to receive electronic communications from Creative Partner. These communications may include notices about the Client’s account, legal notices, and other information concerning or related to our services.
28.2 Legal Effect
The Client agrees that all agreements, notices, disclosures, and other communications that Creative Partner provides to the Client electronically satisfy any legal requirement that such communications be in writing.
28.3 Electronic Signatures
The Client consents to the use of electronic signatures and agrees that their electronic signature is the legal equivalent of their manual signature.
Entire Agreement and Severability
Entire Agreement and Severability
29.1 Entire Agreement
This agreement, together with the Scope of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
29.2 Severability
If any provision of this agreement is held to be invalid or unenforceable, whether in whole or in part, for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this agreement, which shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, as closely as possible, achieves the intended economic and legal effect of the original provision.
Project Delay Policy
Project Delay Policy
30.1 Purpose
The purpose of this policy is to address delays in project timelines caused by the Client’s failure to provide necessary feedback, approvals, or materials in a timely manner.
30.2 Client Responsibilities
The Client agrees to provide all necessary feedback, approvals, and materials within the timeframes specified in the Scope of Work.
30.3 Notification of Delay
If the Client fails to meet the specified timeframes, Creative Partner will notify the Client in writing of the delay and the potential impact on the project timeline.
30.4 Consequences of Delay
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Project Extension: The project timeline will be extended by a period equal to the delay caused by the Client.
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Additional Fees: Creative Partner reserves the right to charge additional fees to cover any costs incurred as a result of the delay.
30.5 Mitigation Efforts
Creative Partner will make reasonable efforts to mitigate the impact of any delays on the project timeline and will work with the Client to adjust the project schedule as needed.
30.6 Termination for Prolonged Delay
If the delay exceeds 15 business days and significantly impacts the project’s completion, Creative Partner reserves the right to terminate the agreement and retain any fees paid to date.