Terms of Service
Client Terms & Conditions
Unless otherwise specified in writing, our client-agency agreement terms and conditions are:
CODE OF ETHICS: Public relations professionals have a special obligation to practice their craft ethically with the highest standards of truth, accuracy, fairness, and responsibility toward the public. Therefore, the Parties agree to adhere to the PRSA's Code of Ethics.
TRAVEL AND EXPENSES: To cover costs, accounting, sequential liability, and taxes, Impact Publicity invoices separately for out-of-pocket costs, marked up for approved expenses, including supplies, materials, and service providers, such as printing, mailing, postage, photography, videos, media, entertaining media, influencers, key contacts, and other expenses. Impact Publicity pre-bills estimated travel based on (IRS mileage rates, business class airfare, ground transportation, and GSA per diem rates). Actual travel expenses are billed against the estimate. Invoices for out-of-pocket costs are due immediately upon receipt.
SEQUENTIAL LIABILITY: Under the principle of sequential liability, Impact Publicity is liable for payments to suppliers and other vendors only to the extent that the Client delivers payment for such purchases. The Client agrees it will be held solely responsible for amounts owed and not paid to Impact Publicity. Impact Publicity shall have the right to require reasonable assurance of the availability of the Client's funds before undertaking commitments on the Client's behalf.
INVESTMENT AND PAYMENTS: The Client agrees to pay Impact Publicity the Investment and any invoices to complete the Scope, Project, or Program, payable upon signing by check, online, or ACH. Impact Publicity offers monthly incremental payments – and any quarterly and annual prepayment discounts, when available – as a convenience only. When a third party makes a payment for the Client, said party agrees it's also liable for any payments owed under the Agreement. Unless the Client notifies Impact Publicity in writing of any good faith disapproval, the Client agrees that all Impact Publicity invoices are deemed approved 10 days after the Client receives them.
Impact Publicity shall pause all work without penalty if payment is five days late until it receives cleared payment. This does not relieve the Client of its obligations. In the unlikely event the payment is overdue by 30 days, the Client is responsible for a $50 monthly late fee and 18% interest per annum, plus any costs of collections (approximately 25% of the balance), and fees for attorneys, court, legal matters, mediation, garnishment, and bankruptcy. In the event of late payment, at its sole discretion, Impact Publicity may bypass mediation and file suit for collections.
Impact Publicity shall begin providing Services in connection with this agreement after receiving the signed agreement and corresponding payment. Annually, Impact Publicity increases the investment by up to 5% or the national Consumer Price Index average, whichever is higher. As the Client expands its products and services catalog and/or expands into new geographic markets and additional industries, Impact Publicity may increase the corresponding investment based on an increased scope of work.
TERMINATION: Unless previously agreed upon in writing, only after the initial nine months may either party initiate Agreement termination (or scope reduction) by delivering their 90 days' written notice. During the termination notification period, the rights, duties, and responsibilities of the Client and Impact Publicity as client and agency shall continue in full force and effect, including and not limited to Impact Publicity continuing to be ready and willing to render services on the Client's behalf in exchange for payment of all fees, hourly charges, expenses, and other sums as provided in this Agreement.
NO GUARANTEES: Impact Publicity will make every reasonable effort to provide a complete and accurate service. However, Impact Publicity offers no guarantee. This agreement is complete and has no additional verbal representations. Parties agree many factors are outside Impact Publicity’s control, including the Client, consumer, and market products, services, prices, quality, demand, competition and behavior, preferences and reviews, technology changes, media bias, the economy, and major events. Therefore, Impact Publicity offers no guarantees, warranties, chargebacks, or refunds beyond the quality and scope of work.
MEDIA OUTLETS: Impact Publicity does not own or exercise control over media outlets or other third parties, whether in television, radio, print, web, or any other medium. Therefore, Impact Publicity cannot guarantee any media outlet's performance, conduct, timeliness, content, or editorial decision. Media outlets may require professional news photos or video footage. If the Client doesn't have or share such materials, with the Client's approval, Impact Publicity will source such approved materials/services at the Client's expense. Impact Publicity recommends an additional paid media investment to boost/sponsor content to improve organic reach and engagement.
MUTUAL RESPECT: This agreement requires each party's mutual respect for confidential and proprietary information, including not soliciting or hiring each other's employees, vendors, or independent contractors for up to two years after the business relationship ends. If one of Impact Publicity's clients conflict with this business relationship, Impact Publicity has the right to resign immediately and return any unearned fees. Neither party shall disclose any of the terms and conditions of this Agreement without the other's prior written consent. Notwithstanding, in its marketing materials, Impact Publicity may refer to the Client as its client.
CONFIDENTIALITY: Unless a conflicting mutual confidentiality agreement exists between the parties, parties agree to keep confidentiality and not to disclose or use for their benefit or the benefit of any third party (except as may be required for the performance of services under this agreement or as may be required by law) any information, documents, or materials which are identified by a party, at the time they are made available, to be proprietary or confidential. Further, the Client acknowledges Impact Publicity may protect the rates and other terms negotiated by Impact Publicity with vendors performing hereunder as trade secrets and may not be generally known by the public or Impact Publicity’s competitors. Accordingly, such information shall be treated as confidential information hereunder. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (a) become publicly available without breach of this provision, (b) are received from a third party without restriction, or (c) is independently developed without reference to information received hereunder from the other party.
Confidential materials provided to Impact Publicity shall be either returned to the Client or discarded as the Client directs in writing at the end of the business relationship. In the absence of instructions, such confidential materials may be maintained by Impact Publicity following its policies and procedures to comply with the law, regulation, or archival purposes, provided that any confidential materials so retained shall continue to be deemed confidential information under the terms of this Agreement. Impact Publicity shall continue to be bound by the terms of this Agreement. If the Client prefers that Impact Publicity adopt a different practice regarding retaining confidential materials or any other materials provided to Impact Publicity in connection with this Agreement, please notify Impact Publicity in writing.
AGREEMENT DISCLOSURE: Impact Publicity is authorized to publicize this agreement to work with the Client in the form of news releases and media announcements, event development, and news coverage, and Impact Publicity reserves the right to include the Client's name in its client roster. Impact Publicity may offer the Client the opportunity to participate in announcements related to any work with the Client. Impact Publicity may include the Client's logo, company name, and description on any of its brochures, websites, and other promotional material. It may link directly to the Client's website and any earned media coverage. The Client may also be requested to participate in activities such as success stories, references, and public relations initiatives. The Client agrees not to deny any such requests unreasonably. Upon termination of this Agreement, Impact Publicity retains the right to publicize its past involvement with the Client, including using the Client's name and logo and a description of its services rendered on its websites and in its marketing materials. If Impact Publicity agrees, the Client may list Impact Publicity as a communication contact on its website and in all news releases. During this Agreement, the Client will also give Impact Publicity access to its website analytics program to enable Impact Publicity to maintain and measure the effectiveness of any Services hereunder. If the Client does not have an analytics program, Impact Publicity recommends obtaining one.
VENUE: Unless previously agreed upon in writing, Florida law governs this agreement, and the dispute venue is Miami-Dade County.
DISPUTE RESOLUTION: In the unlikely event that a dispute arises, the claiming party will notify the other party stating in specific detail what act, conduct, or omission constitutes the alleged dispute. The responding party will have 30 days from receiving the notice to cure the alleged breach or default. During those 30 days, the Parties will cooperate and engage in substantive, good-faith negotiations to resolve their differences.
• In case of Client payment default, Impact Publicity may immediately proceed with collections and/or legal action without an obligation for mediation.
• In the case of a service-related issue, if the differences between the Parties are not resolved within 30 days, the Parties shall agree to a pre-litigation mediation schedule within 30 days, with the cost of mediation to be shared equally. Mediation should occur within 90 days after the Responding Party receives the default notice. If mediation fails, the Claiming Party may take legal action, including filing a non-jury civil action. Both Parties hereby knowingly, freely, and voluntarily waive trial by jury in any action or proceeding to which they may be a party, arising out of or in any way related to the Agreement.
LIABILITIES AND DAMAGES: In no event shall Impact Publicity or its affiliates be liable for any damages beyond the amount the Client paid Impact Publicity in the previous 12 months under the Agreement.
LIQUIDATED DAMAGES: The Client recognizes that Impact Publicity's investment in the Client's projects or programs carries a cost potentially higher than the amount due under the Agreement, that the Agreement may have long-term services, and that damages resulting from a breach of the Agreement by the Client are difficult to determine. The Client agrees that Impact Publicity's damages in case the Client breaches the Agreement are equal to a sum equal to: one year's payments when the breach occurs 60 days or more before the date for any renewal; or one-fourth of one year’s payments when the breach occurs less than 60 days from the date for any renewal.
ATTORNEYS’ FEES: a. In case litigation is necessary, Impact Publicity shall be entitled to recover reasonable attorneys' fees and costs incurred in litigation and on appeal. b. Impact Publicity will bill the costs of outside legal services for any requests for regulatory or legal compliance to approve copies, address regulatory issues, arrange talent, and other matters dealing with the provision of legal services.
CLIENT GUARANTEES AND LIABILITIES: The payments due under these Terms and Conditions and the Agreement are due by the Client, any Guarantors who have signed the Agreement, and any entity (including corporations and limited liability companies) which is making payments directly to Impact Publicity and in which Client or Guarantor has an interest as a shareholder, member, officer, or director. Any payment by such entity made for defrauding Impact Publicity or other improper purposes creates a liability for all amounts due under the Agreement.
INDEMNIFY AND HOLD HARMLESS: The Client agrees to indemnify and hold Impact Publicity and its affiliates harmless from any claim, demand, or cause of action by whoever brought, whether or not it is brought in front of a state or federal court of law or equity or an administrative tribunal of any federal, state, or local body, that arises out of or is in any way related to the Agreement. Furthermore, the Client assumes the risk and indemnifies Impact Publicity where a risk has been brought to the Client's attention, and the Client instructs Impact Publicity to proceed, or when the Client instructs Impact Publicity to take specific actions, or where the Client provides Impact Publicity with materials that cause harm/the claim.
Because of the Client's intimate familiarity with its company and industry, and the fact that Impact Publicity serves as the Client's agent, Impact Publicity cannot undertake to verify every fact supplied by the Client. The Client is responsible for the accuracy, completeness, and propriety of the information that it provides to Impact Publicity concerning the Client's products, services, organization, and industry. Therefore, the Client represents and warrants that the Client rightfully owns all information and materials that it provides to Impact Publicity and does not violate any third party's intellectual property or other rights of any third party. The Client agrees to indemnify, defend, and hold harmless Impact Publicity and its employees, freelancers, contractors, licensees, and agents from and against all liabilities, losses, damages, and expenses, including attorneys’ fees and costs, which Impact Publicity may incur as the result of any third-party claim, suit, or proceeding brought or threatened arising out of or in connection with any of the following:
a. Any publicity or other Materials (as defined in Section IX below) prepared or placed by Impact Publicity for the Client or assertions Impact Publicity made on the Client's behalf, or other services performed by Impact Publicity for the Client, which were approved by the Client or which were based on materials and/or information supplied or approved by the Client;
b. Any alleged or actual defects in the Client's products or services (including, without limitation, any personal injury or product liability claim for bodily injury or death arising from the use of the Client's products or services);
c. Allegations that the Client's activities, or the information or materials provided to Impact Publicity by the Client in connection with this Agreement, violate or infringe upon the copyright, trademark, patent, or other rights of any third party, or that the Client's activities induce, promote, or encourage the violation of or infringement upon the rights of any third party;
d. Any information, publicity, or other materials provided by Impact Publicity to the Client and used as intended by the Client;
e. Risks or restrictions which Impact Publicity has brought to the Client's attention where the Client has elected to proceed, violate, or exceed such restrictions;
f. The Client's breach of any of the representations, warranties, covenants, or other obligations under this Agreement;
g. The Client's gross negligence or willful misconduct; and
h. The Client's failure to make or comply with usage limitations under applicable union codes (including, without limitation, SAG-AFTRA), or contracts relating to the production or use of commercials when such limitations have been communicated to the Client by Impact Publicity in writing.
Impact Publicity will notify the Client in writing of such an indemnifiable claim as soon as practicable after receiving actual notice of such claim. Impact Publicity shall provide reasonable cooperation in the defense or settlement of such claim. The Client agrees to obtain Impact Publicity's written consent before entering into any compromise, settlement, or other claim disposition.
Likewise, Impact Publicity represents and warrants that, to its reasonable knowledge, the Materials prepared by Impact Publicity for the Client will be original and will not violate any copyright rights of third parties. In the event Impact Publicity is called upon to respond to or assist the Client in connection with litigation commenced or threatened against the Client by third parties (for example, in complying with a document subpoena or discovery demand), and whether or not Impact Publicity and the Client are working together at the time, Impact Publicity will be entitled to staff time charges and reimbursement of out-of-pocket expenses, including reasonable attorneys’ fees, for services rendered to the Client and time spent by Impact Publicity in connection with such matters.
LIMITATION OF LIABILITY: Once Impact Publicity issues Materials to the press or another third party, its use is no longer under Impact Publicity's control. Impact Publicity cannot assure the use of Materials by any media nor that any information published will accurately convey the information provided by Impact Publicity a. Impact Publicity does not stipulate or guarantee specific or overall results or returns from public relations, publicity, research, news media training or any other activity Impact Publicity performs, nor shall Impact Publicity be responsible for any user-generated content. Finally, in the unlikely event that Impact Publicity or its employees, freelancers, contractors, licensees, or agents publish Material on the Client's behalf that inadvertently generates a negative response from the Client or the consuming public, Impact Publicity shall not be held liable for any resulting harm, provided Impact Publicity deletes, retracts, revises, or corrects such publication promptly upon notification by the Client if such Material was (a) approved by the Client in advance, and/or (b) in compliance with standard public relations and social media guidelines.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
The total aggregate liability of either party for any claim of any kind arising as a result of or related to this agreement, whether based in contract, warranty, or any other legal or equitable grounds, shall be limited to the amounts received by Impact Publicity from the Client for the particular project(s) which form(s) the basis of such a claim. The Client must claim damages within one (1) year of the incident to which they relate or be forever barred. Notwithstanding any indemnity set out herein, the Client shall act reasonably to mitigate any potential losses.
COPYRIGHT: Impact Publicity may provide the Client with news coverage clips. This coverage is subject to copyrights. Impact Publicity cannot and does not guarantee the Client has the right to use it. The Client is responsible for securing consent from the rightful owner(s) to obtain the necessary rights before engaging in such use.
OWNERSHIP OF MATERIALS: Impact Publicity acknowledges and agrees that, upon full payment of all sums due to Impact Publicity under this Agreement, all original copy, layouts, scripts, artwork, designs, and publicity materials, including digital content, social media property, brochures, manuals, signage, and other materials (collectively, “Materials”) prepared, purchased, or furnished by Impact Publicity for the Client in the performance of this Agreement shall be deemed “work made for hire” and shall, between the Client and Impact Publicity, be the Client's exclusive property, subject to any third-party rights, restrictions, or obligations (such as talent rights or intellectual property rights to photography, artwork, music, and any open-source software or code) of which Impact Publicity notifies the Client in writing. Likewise, the Client acknowledges that Impact Publicity retains ownership of all works of authorship created by or for Impact Publicity before or separate from the performance of services under this Agreement, including and not limited to pre-existing creative content, materials, software applications, databases, and executable code as well as Impact Publicity's proprietary information/services, media lists, and third-party relationships. The Client agrees that Impact Publicity shall have the right, without prior approval, to use any Materials containing published, non-confidential materials, property, or information following their publication to promote Impact Publicity and to market its services to third parties, including submitting such Materials to industry award shows and posting them on Impact Publicity's website.
GENERAL TERMS: Impact Publicity will be acting as the Client's agent when purchasing services, materials, and media on the Client's behalf, and the Client agrees that all orders placed and contracts entered into by Impact Publicity on the Client's behalf with Impact Publicity's suppliers and other persons may state the same. Except as provided in the previous sentence, nothing in this Agreement shall create any partnership or joint venture between the parties. Impact Publicity shall not be deemed the Client's employee, agent, joint venture, or partner. The Client acknowledges that Impact Publicity may occasionally use affiliated companies, consultants, and/or independent (sub)contractors to perform Services. This statement shall serve as such client notice.
SINGULAR AND PLURAL: Where the context indicates or requires, each term stated in the singular includes the plural, and each term stated in the plural includes the singular.
NO WAIVER: The failure of either party to insist on the performance of any of the terms and conditions of the Agreement or the waiver of any breach of any of the terms and conditions shall not be construed as waiving any other term or condition at any time.
SEVERABILITY: If any provision of these Terms and Conditions is found invalid or unenforceable under judicial decree or decision, the remainder shall remain valid and enforceable according to its terms. Without limiting the previous, it is expressly understood and agreed that every provision of these Terms and Conditions that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the Parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that if any remedy under these Terms and Conditions is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages outlined in these Terms and Conditions shall remain in full force and effect.
CAPTIONS: The captions of the sections and paragraphs are for convenience only and are not a part of the Agreement, and do not in any way limit or amplify the terms and provisions of the Agreement.
INTERPRETATION: The Parties acknowledge they have read the Agreement, understand its terms, and agree to be bound by it. Each has had the opportunity to consult with an attorney. If an ambiguity or question of intent or interpretation arises, in that case, the Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by the authorship of any of the provisions of the Agreement.
AMENDMENT: The Agreement shall not be amended in any way except by a written agreement signed by both Parties.
COUNTERPARTS: The Agreement may be executed in counterpart originals, constituting the same agreement.
INTEGRATION: The Parties represent and warrant they are not relying on any promises or representations not appearing in this Agreement.
ASSIGNMENT: This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. The Client represents and warrants that it has read and understands all of the Terms and Conditions that govern this agreement and binds itself by such Terms and Conditions. Acceptance of services and/or initial payment per the Terms and Conditions represent acceptance of this agreement.