CLIENT SERVICE AGREEMENT
This Client Service Agreement (“Agreement”) is entered into and effective the date membership fee invoice has been paid in full by and between the business paying the fee (“Client”), and Tanglewood Resort DBA Texoma Bride Guide (“Company”). In consideration of Client retaining Company to perform marketing services as part of the Texoma Bride Guide Vendor Directory, it is agreed as follows:
1. Scope of Services
Client hereby retains Company to provide marketing services (“Services”). Depending on the selected package, the client package selected shall include, at a minimum, the following:
- Featured vendor placement in magazine and website
- Guaranteed placement on category landing page
- 1/2 page color ad in magazine with option to purchase upgrades at a discount
- Promoted via social media channels
- Visible in categories as applicable
- 25% discount on magazine ad ad space
To accomplish these marketing services, Client grants Company the right to use images posted by the Client on their website, social media and other digital channels for use in Company’s marketing efforts on behalf of the Client.
In return, Client will promote Company at least once a quarter via their social media and marketing initiatives.
(a) Compensation: In consideration for the Services provided by Company to Client, Client agrees to pay Company an agreed upon fee due immediately upon signing this agreement. Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis.
(b) Additional Client Duties: Client’s active participation in the creation of their digital storefront is vital to the success of the program. Client is expected to complete any assignments to the best of Client’s abilities and to provide 24-hour notice when assignments cannot be completed. Client agrees to communicate honestly and respectfully throughout the process.
The term of this agreement shall begin as of the date of membership invoice payment and continue for one calendar year unless otherwise indicated at beginning of membership, or until written notice of termination is provided by either party pursuant to Paragraph 4. In the event of transfer of business ownership, membership is also transferable.
Annual membership renewal will be due during the month of the member’s anniversary. Client is responsible for paying membership fee to maintain membership status. Renewal notices will be sent at the beginning of renewal month. Membership status will be canceled on the last day of the month if membership has lapsed and all references to the Client will be removed from the Texoma Bride Guide’s digital platforms.
Client may terminate this agreement and discontinue use of the services at any time by providing notice in writing to the Company, but all refunds are handled on a case by case basis and at the discretion of Company.
In the event that Client goes out of business, transfers management or ownership to another party, Client is responsible for informing Company.
(a) During the term of this agreement, Company will take reasonable steps to maintain the confidentiality of your information. However, there is an inherent risk in all forms of electronic communication, and communications between you and Company may be unlawfully intercepted by third parties not under our control. Company does not guarantee the security of any information transmitted via the Internet, telephone, or text message. Any efforts you undertake to communicate with Company are done at your own risk. Client may authorize Company to disclose Client’s information to a third party by doing so in writing reflecting the Client’s signature.
(b) Any and all Client information and data of a confidential nature (hereinafter referred to as “Client Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Client Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Client Confidential Information and delete all electronic records of or containing the same.
6. No Guarantees
Company cannot guarantee the outcome of the Services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1 shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for the Services as such outcomes are based on subjective factors that cannot be controlled by Company.
7. Ownership of Intellectual Property Rights
All material and information provided by the Company as part of the Service is proprietary and comprises intellectual property owned solely by Company. Company maintains exclusive, worldwide right, title, interest, ownership and all subsidiary rights, including all rights accruing to Company under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Company (“the Work”), for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. Client does not have permission to use, reproduce, distribute, or create derivative works based on the Work.
8. Permitted Uses of Product(s)
Client grants to Company a non-exclusive license of product(s) produced with and for Company for Company use only so long as Company provides Client with attribution each time Company uses Client’s property. Use includes, but is not limited to, use within the following contexts:
- In Company’s social media pages or profiles; or
- In Company publications, such as digital/print guides and digital/print magazine; or
- In Company communications, such as a newsletter or email.
9. Effect of Headings
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
10. Entire Agreement; Modification; Waiver
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
11. Neutral Construction
This Agreement was prepared by Company. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by him or her; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary corporation of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.
14. Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
15. Limitation of Liability
(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 15 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPH 6.
16. Jurisdiction of Disputes; Mediation
Any disputes based on or arising out of this Agreement or its subject matter, whether based on contract, tort, or other legal theory, shall be heard and determined by a judge of the State of Texas, County of Grayson. The parties acknowledge that disputes brought before the Court may be referred to mediation prior to trial. Both parties agree to participate in mediation proceedings if recommended by the court.
All notices, requests, demands, and other communications under this agreement shall be sent via email to the address provided by the client. All communications to the Texoma Bride Guide can be sent to email@example.com
Any party may change its email address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.
18. Governing Law; Venue
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas. The exclusive venue for any action, arbitration or other proceeding based on or arising out of this Agreement shall be Grayson County.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
The submission of a membership application form and payment of membership fees in full acts as your signature and you attest that you have read this contract, understand its terms, and agree to be bound thereby. Any additions, deletions, or revisions must be made in writing and approved by all responsible parties. The parties agree that this contract is the complete and exclusive statement of the mutual understanding of the parties.
Last updated March 1, 2021