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, Parties agree to adhere to the PRSA's Code of Ethics.
Travel and expenses: To cover costs, accounting, and taxes, Axia invoices separately for out-of-pocket costs, marked up for approved expenses including travel (IRS mileage rates, business class airfare, ground transportation, and GSA per diem rates), supplies, materials, and service providers such as printing, mailing, postage, photography, videos, media, entertaining media, influencers, key contacts, and other expenses. Such invoices are due upon receipt.
Under the principle of sequential liability, Axia is liable for payments to such suppliers and other vendors only to the extent that Client delivers payment for such purchases. For amounts owing and not paid to Axia, Client agrees that it will be held solely responsible for such payments. Axia shall have the right to require reasonable assurance of the availability of Client's funds in advance of undertaking commitments on Client's behalf.
Investment and payments: Client agrees to pay Axia the Investment and any invoices in order to complete the Scope, Project, or Program, payable upon signing by check or ACH (preferred). Axia offers monthly incremental payments – and any quarterly (2%) and annual (5%) prepayment discounts, when available – as a convenience only. When a third party makes a payment for Client, said party agrees it's also liable for any payments owed under the Agreement. Client agrees that all Axia invoices are deemed approved 10 days after Client receives them unless Client notifies Axia in writing of any good faith disapproval. In the event that a payment is five days late, Axia shall pause all work without penalty. This does not relieve Client of its obligations. In the unlikely event that payment is overdue by 30 days, 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, and bankruptcy. Axia shall begin providing Services in connection with this agreement after receiving the signed agreement and corresponding payment. Annually, Axia increases the investment by up to 5% or the national Consumer Price Index average, whichever is higher. As Client expands into new geographic markets, additional industries, and/or expand its products and services catalog, Axia may increase the corresponding investment based on the 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 Client and Axia as client and agency shall continue in full force and effect, including and not limited to Axia continuing to be ready and willing to render services on Client's behalf in exchange for payment of all fees, hourly charges, expenses, and other sums as provided in this Agreement.
No guarantees: This agreement is complete and has no additional verbal representations. Parties agree that there are factors outside of Axia's control, including Client, consumer and market products, services, prices, quality, demand, competition and behavior, preferences and reviews, technology changes, media bias, economy, and major events. Therefore, beyond quality and scope of work, Axia offers no guarantees, warranties, chargebacks, or refunds.
Media outlets: Axia does not own or exercise control over media outlets or other third parties, whether in television, radio, print, web, or any other medium. Therefore, Axia cannot and does not guarantee the performance, conduct, timeliness, content, or editorial decision of any media outlet. Media outlets may require professional news photos or video footage. Axia will source such approved materials/services at Client's expense. Axia recommends an additional investment to boost/sponsor social media 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. In the event that one of Axia's clients conflicts with this business relationship, Axia has the right to resign at any time 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, Axia may refer to Client as its client.
Confidentiality: Unless a conflicting mutual confidentiality agreement exists between the parties, parties agree to keep confidential and not to disclose or use for its own benefit or for 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 that they are made available, to be proprietary or confidential. Further, Client acknowledges that the rates and other terms negotiated by Axia with vendors performing hereunder may be protected by Axia as trade secrets and may not be generally known by the public or Axia’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) are independently developed without reference to information received hereunder from the other party.
Confidential materials provided to Axia shall be either returned to Client or discarded, as Client directs in writing, at the end of the business relationship. In the absence of instructions, such confidential materials may be maintained by Axia in accordance with its policies and procedures to comply with law, regulation, or archival purposes, provided that any confidential materials so retained shall continue to be deemed confidential information pursuant to the terms of this Agreement and Axia shall continue to be bound by the terms of this Agreement. If Client prefers that Axia adopt a different practice regarding the retention of confidential materials or any other materials that are provided to Axia in connection with this Agreement, please notify Axia in writing.
Agreement disclosure: Axia is authorized to publicize this agreement to work with Client in the form of news releases and media announcements, event development, and news coverage, and Axia reserves the right to include Client's name in its client roster. Axia may offer Client the opportunity to participate in announcements made related to any work with Client; refusal for Axia to issue such announcements will not be an option. Axia may include Client's logo, company name, and description on any of its brochures, websites, and other promotional material, and may provide a direct link both to Client's website and to any earned media coverage. Client may also be requested to participate in additional activities such as success stories, references, and public relations initiatives, and Client agrees not to unreasonably deny any such requests. Upon termination of this Agreement, Axia retains the right to publicize its past involvement with Client, including the use of Client's name and logo and a description of services rendered by Axia on its websites and in its marketing materials. If Axia agrees, client may list Axia as a communications contact on Client's website and in all news releases.
Additionally, during the term of this Agreement, Client will give Axia access to its website analytics program to enable Axia to maintain and measure the effectiveness of any Services hereunder. If Client does not have an analytics program, Axia recommends obtaining one.
Venue: Unless previously agreed upon in writing, Florida law governs this agreement and dispute venue is Nassau County.
Dispute resolution: In the unlikely event that a dispute arises, the claiming party will send the other party a notice of breach by certified mail, stating in specific details what act, conduct, or omission constitutes the alleged breach or default. The responding party will have 30 days from the receipt of the notice to cure the alleged breach or default. During those 30 days, the Parties will cooperate and engage in substantive, goodfaith negotiations to resolve their differences. If the differences between the Parties are not resolved within 30 days after the Notice of Default, the Parties will engage in prelitigation mediation, with the cost of mediation to be shared equally between them. Mediation must take place within 90 days after the Responding Party receives the default notice. If mediation fails, the Claiming Party may take legal action, including filing a 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 whatsoever shall Axia or its affiliates be liable for any damages beyond the amount Client actually paid Axia in the last year under the Agreement.
Liquidated damages: Client recognizes that Axia's investment in 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 Client would be difficult to determine. Client agrees that Axia's damages in case 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, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in litigation and on appeal. b. Axia will bill the costs of outside legal services for any requests for regulatory or legal compliance to approve copy, 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 Client, any Guarantors who have signed the Agreement, and any entity (including corporations and limited liability companies) which is making payments directly to Axia and in which Client or Guarantor has an interest as a shareholder, member, officer, or director. Any payment by such entity that is made for defrauding Axia or for other improper purposes creates a liability for all amounts due under the Agreement.
Indemnify and hold harmless: Client agrees to indemnify and hold Axia and its affiliates harmless from any claim, demand, or cause of action, by whomever 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, Client assumes risk and indemnifies Axia where a risk has been brought to Client's attention and Client instructs Axia to proceed, or when Client tells Axia to take certain actions, or where Client provides Axia with materials that cause harm/the claim.
Because of Client's intimate familiarity with its company and industry and the fact that Axia serves as Client's agent, Axia cannot undertake to verify every fact supplied by Client. Client is responsible for the accuracy, completeness, and propriety of the information that it provides to Axia concerning Client's products, services, organization, and industry, and Client represents and warrants that all information and materials that it provides to Axia are rightfully owned by Client and do not violate the intellectual property or other rights of any third party. Client agrees to indemnify, defend, and hold harmless Axia and its employees, freelancers, contractors, licensees, and agents from and against all liabilities, losses, damages, and expenses, including attorneys’ fees and costs, which Axia 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 Axia for Client, or assertions Axia made on Client's behalf, or other services performed by Axia for Client, which were approved by Client or which were based on materials and/or information supplied or approved by Client;
b. Any alleged or actual defects in Client's products or services (including, without limitation, any personal injury or product liability claim for bodily injury or death arising from use of Client's products or services);
c. Allegations that Client's activities, or the information or materials provided to Axia by Client in connection with this Agreement, violate or infringe upon the copyright, trademark, patent, or other rights of any third party, or that 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 Axia to Client and used as intended by Client;
e. Risks or restrictions which Axia has brought to Client's attention, where Client has elected to proceed, violate, or exceed such restrictions;
f. Client's breach of any of the representations, warranties, covenants, or other obligations under this Agreement;
g. Client's gross negligence or willful misconduct; and
h. 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 Client by Axia in writing.
Axia will notify Client in writing of such an indemnifiable claim as soon as practicable after receiving actual notice of such claim, and Axia shall provide reasonable cooperation in the defense or settlement of such claim. Client agrees to obtain Axia's written consent prior to entering into any compromise, settlement, or other disposition of the claim.
Likewise, Axia represents and warrant that, to the best of its knowledge, the Materials prepared by Axia for Client will be original and will not violate any copyright rights of third parties. Axia agrees to indemnify, defend, and hold Client harmless against all liabilities, losses, damages, or expenses, including reasonable attorneys’ fees and costs, which Client may incur as the result of any claim, suit, or proceeding brought or threatened against Client based upon or arising out of Client's use, without alteration, of any Materials furnished by Axia to Client, in connection with allegations of libel, slander, defamation, copyright infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied by or through Client.
In the event Axia is called upon to respond to or assist Client in connection with litigation commenced or threatened against Client by third parties (for example, in complying with a document subpoena or discovery demand), and whether or not Axia and Client are working together at the time, Axia will be entitled to staff time charges and reimbursement of out-of-pocket expenses, including reasonable attorneys’ fees, for services rendered to Client and time spent by Axia in connection with such matters.
Scope of indemnification: The above indemnification encompasses and includes, without limitation, payment of any penalty, fine, judgment award, or decree; payment of any court cost or attorneys’ fees to a prevailing party; and the payment of Axia's costs and attorneys’ fees in defending any claim, demand, or cause of action as described above.
Limitation of liability: Once Axia issues Materials to the press or to another third party, its use is no longer under Axia's control. Axia cannot assure the use of Materials by any media, nor that any information published will accurately convey the information provided by Axia. Axia does not stipulate or guarantee specific or overall results or returns from public relations, publicity, research, or any other activity Axia performs, nor shall Axia be responsible for any user-generated content. Finally, in the unlikely event that Axia or its employees, freelancers, contractors, licensees, or agents publishes Material on Client's behalf that inadvertently generates a negative response from Client or the consuming public, Axia shall not be held liable for any resulting harm, provided Axia deletes, retracts, revises, or corrects such publication promptly upon notification by Client, if such Material was (a) approved by 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 Axia from Client for the particular project(s) which form(s) the basis of such a claim. Claims for damages must be made by Client within one (1) year of the incident to which they relate or be forever barred. Notwithstanding any indemnity set out herein, Client shall act reasonably in seeking to mitigate any losses that may arise.
Copyright: Axia may provide Client with news coverage clips. This coverage is subject to copyrights. Axia cannot and does not guarantee that Client has the right to use it in any way. Client accepts sole responsibility to obtain the necessary rights from its rightful owner.
Ownership of materials: Axia acknowledges and agrees that, upon full payment of all sums due to Axia 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 Axia for Client in the performance of this Agreement shall be deemed “work made for hire” and shall, between Client and Axia, be 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 Axia notifies Client in writing. Likewise, Client acknowledges that Axia retains ownership of all works of authorship created by or for Axia prior to 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 Axia's proprietary information/services, media lists, and third-party relationships. Client agrees that Axia shall have the right, without prior approval, to use any and all Materials containing published, non-confidential materials, property, or information following their publication to promote Axia and to market its services to third parties, including submitting such Materials to industry award shows and posting them on Axia's website.
General terms: Axia will be acting as Client's agent when purchasing services, materials, and media on Client's behalf, and Client agrees that all orders placed and contracts entered into by Axia on Client's behalf with Axia's suppliers and other persons may state the same. Except as provided in the previous sentence, nothing contained in this Agreement shall create any partnership or joint venture between the parties and Axia shall not be deemed to be Client's employee, agent, joint venture, or partner. Client acknowledges that Axia may, from time to time, use affiliated companies, consultants, and/or subcontractors in the performance of Services hereunder.
Singular and plural: Where the context so 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 of the Agreement, shall not be construed as waiving any other term or condition at any other 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 each and 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 set forth 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 that they have read the Agreement, that they understand its terms, and that they agree to be bound by the Agreement. Each has had the opportunity to consult with an attorney. In the event of an ambiguity or question of intent or interpretation arises, 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 virtue of the authorship of any of the provisions of the Agreement.
Amendment: The Agreement shall not be amended in any way except by written agreement signed by both Parties.
Counterparts: The Agreement may be executed in counterpart originals, all of which shall constitute one and the same agreement.
Integration: The Parties represent and warrant that 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.
Client represents and warrants that it has read and understands all of the Terms and Conditions that shall govern this agreement and binds itself by such Terms and Conditions. Acceptance of services and/or initial payment per the Terms and Conditions represents acceptance of this agreement.