Crawford Dealer Retainer Terms of Service
WE'RE SO EXCITED
We're incredibly excited to get to work as your digital marketing partner! But first, we need to cover the usual formalities.
Please read our Terms of Service below, and click "I Agree" to proceed.
CRAWFORD DEALER RETAINER TERMS OF SERVICE
- Accept the proposal as is or discuss desired changes. Please note that changes to the scope of the project can be made at any time, but additional charges may apply.
- Finalize and sign contract.
- Receive invoice from Tytanium Ideas Inc.
- Submit initial payment.
Once these steps have been completed, we will begin with a kick-off meeting to introduce the Tytanium Team, discuss strategy, and start our partnership!
Retainer Fee Schedule
The pricing set forth in your proposal will expire 30 days after being sent, either physically or electronically. Full monthly services retainer is due on the first day of each month, term net 14. Initial work does not begin until first monthly payment is received in full. First month payment can be pro-rated based on the date of contract approval and signing.
Additional information on Pricing, Invoicing and Payment Terms may be found in Service Agreement Sections 4 and 5.
Service Agreement- 12 Month Term
This Agreement (“Agreement”) is entered into by Tytanium Ideas Inc.(“TII”), a California Corporation with a principle place of business at 2208 Plaza Dr., suite 110, Rocklin, CA 95765 and the Crawford Dealer ( “Client”), who represents the Corporation or individual or business as indicated on the previous page. This Agreement shall become effective on the date accepted and signed by Client (“Effective Date”). TII and Client shall sometimes be referred to collectively as “Parties” or separately as a “Party”.
In consideration of their mutual promises, agreements, conditions and covenants and subject to the terms and conditions hereinafter set forth, TII and Client hereby agree as follows:
1. Purpose. This Agreement provides a framework for TII to provide inbound marketing services to Client .
2. TII Obligations. The obligations of TII will be outlined in the formal proposal under Exhibit A. Services Activities Overview and Exhibit B. Investment Summary all of which will be incorporated by reference.
3. Client Obligations. Client agrees that none of the material provided to TII for publication or other use under this Agreement
- infringes any third-party intellectual property rights (including copyright, trademark, patent and trade secrets) or other proprietary rights (including rights of publicity or privacy);
- constitutes libel or slander or is otherwise defamatory, obscene, threatening, abusive or hateful; or (c) is counterfeited, illegal, stolen, or fraudulent. TII assumes Client has permission from the rightful owner to use any images or design elements that are provided by Client for inclusion in the website, and will hold harmless, protect, and defend TII from any claim or suit arising from the use of such elements.
- Client agrees that TII does not own and is not responsible for Client’s social media accounts such as Facebook, Twitter, YouTube, Linkedin, Pinterest, Instagram (etc.) profiles and business pages. Upon termination or fulfillment of contract Tytanium Ideas Inc will turn all administrative account information (usernames and passwords) back over to Client.
4. Pricing. Pricing for Client’s service package will be set forth in the formal agreement provided. Investment Summary, which will be incorporated by reference. The first month of service may be prorated based on the date of contract execution.
5. Invoicing and Payment Terms. TII will invoice client once monthly, on the first of the month, via email. Payment terms are net 14 unless agreed to an adjusted timeline.
- Checks must be mailed to: 2208 Plaza Drive, Ste 110 Rocklin, CA 95765.
- TII has no obligation to start Client’s services until the first services retainer is received in full. Valid credit card information is due from all clients. Client agrees that this credit card may be charged if Client does not render payment by the payment due date.
6. Ownership of Work Product. TII hereby assigns and agrees to assign all Proprietary Rights to the Company, once fees are paid in full to TII, for no further consideration, any elements of text, graphics, photos, contents, trademarks, or other artwork furnished to Client for inclusion in any website and agrees to require its employees, agents, and independent contractors to assign all Proprietary Rights to Client in a manner consistent with this Agreement.
7. Release. Client agrees that TII retains the right to display graphics and other Web content elements as examples of their work in their portfolio and as content features in other projects. TII retains the right to place a text link on the bottom of every page they design or optimize. Client authorizes the release of any copyrighted material for this use.
8. Term, Renewal and Termination.
- Term. This Agreement is for 12 months from the Effective Date of this Agreement and shall automatically renew thereafter on a month to month term at a monthly retainer rate. Client may elect to modify the renewal to a one (1) year term. Notification of the one (1) year term election must be provided no later than 30 days prior to the end of the prior term.
- At End of Term. Client must provide written notification of the intent to terminate the contract after the Agreement’s current term no later than 30 days prior to the end of the term otherwise the Agreement will automatically renew per Section 8. a.
- For Cause. Either Party may terminate this Agreement with “Cause” (hereinafter defined) in the event of a default by the other Party by providing at least thirty (30) days prior written notice to the other Party, including the reasons for such termination. As used herein, “Cause” shall mean the failure of a Party to perform a material obligation under this Agreement which failure is not remedied by the defaulting Party within the thirty (30) day cure period mentioned above. If the non-terminating Party fails to cure within such time period then this Agreement shall terminate without further notice.
- By TII. TII may terminate this contract at any time upon thirty (30) days prior written notice.
- Additional Provisions. Upon termination or expiration of the Agreement for any reason, the Parties shall work together and in good faith to transition the services provided hereunder as reasonably requested by Client. In addition, upon termination or expiration of this Agreement for any reason, each Party shall return to the other Party all Confidential Information (defined herein). The obligations of the Parties will cease upon termination or expiration of this Agreement with the exception for (i) payment of any invoices then due and owing, (ii) the indemnity and non-disclosure obligations and any undisputed payment obligations.
9. Independent Contractor Status. TII, and the agents and employees of TII, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of the Client.
10. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law.
11. Indemnification. TII shall defend, indemnify and hold harmless Client, its respective officers, employees and agents from and against all losses and expenses (including the cost of attorney’s fees) by reason of liability imposed by law upon Client for damages because of bodily injury, personal injury, including death at any time resulting therefrom, sustained by any person or persons or on account of damage to property, including loss of use thereof, arising out of or in consequence of the performance of this agreement, provided such injuries to persons or damage to property are due to the negligent or intentional acts or omissions of TII, its officers, employees or agents. The provision under this indemnification, however, shall only apply in proportion to and to the extent of such negligent or intentional acts or omissions.
12. Notices. Notices required under this Agreement shall be delivered to Client at the address listed in the introductory section of this Agreement. If Client wants notices delivered to another address Client must provide that address under separate cover which must be acknowledged as an amendment to this agreement. All notices to TII must be delivered to the address and contact person listed below. Delivery made by certified U.S. mail with a receipt shall be deemed to satisfy delivery requirements. A courtesy copy delivered by email to the email addresses listed also shall be made to expedite the Parties awareness. Each Party agrees to timely updates to the other Party in writing about any changes to the names, titles, addresses or email contacts known to each other.
Inc.Attention: Tyler Campbell
2208 Plaza Drive, Ste
110 Rocklin, CA 95765.
13. Force Majeure. Neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, shortages, inability to procure product, supplies or raw materials, severe weather conditions, acts of subcontractors, interruption of utility services, war or other violence, acts of terrorism, any law, order or requirement of any governmental agency or authority or other causes beyond the reasonable control of such Party (other than causes related to such Party’s financial condition or with respect to the payment of money), provided that such Party has promptly informed the other Party of such force majeure event upon the occurrence thereof (including a reasonable estimate of the additional time required for performance) and such Party uses reasonable efforts and all due diligence to effect the required performance as soon as reasonably practicable.
14. Assignment. This Agreement and the rights and obligations hereunder shall not be assigned or transferred in whole or in part by any party hereto without the prior written consent of the other parties hereto. Any attempted assignment or delegation in contravention hereof shall be null and void. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto.
15. Amendments. This Agreement may not be modified or amended except in writing and signed by both Parties.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute a single instrument.
17. Survival. The following provisions shall survive the expiration or termination of this Agreement: Section 5. Invoicing and Payment Terms, 8.b. Termination, 10. Governing Law and 11. Indemnification.
18. Limitation of Liability. Neither Party nor its officers, directors, employees or affiliates shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, lost opportunities, business interruption, or loss of data, even if such Party alleged to be liable has knowledge of the possibility of such damages. Except for liability arising out of a breach of the indemnification obligations set forth in Section 11. Indemnification, either Party’s payment obligations to the other, and for liability for a Party’s gross negligence or willful misconduct, neither Party’s liability for any damages shall exceed an amount equal to the total fee paid and owed to TII under this Agreement.
19. Severability. Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement.
20. Entire Agreement. . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between the Parties.
By clicking “I Agree”, you're declaring that you are authorized to review and approve a formal proposal on behalf of Client and acknowledge that you have read, understand and agree with all the terms and conditions of this Agreement.