TERMS & CONDITIONS

EFFECTIVE DATE: 01 January 2026

SCHEDULE OF FEES

The Agency delivers invoices to the Client’s accounts payable department on the agreed-upon date of every month. 

Payment is due to the Agency Net-15 via postal mail (1195 Park Avenue, Suite 202, Emeryville, CA 94608), direct deposit, or wire transfer.

If the Client objects to or questions any amount on an invoice, the Client will provide the Agency with a written notice of objection within five (5) days of receipt of the original invoice. That written notice must contain detailed reasoning for the objection, and the Client agrees to pay any invoiced amounts when due and payable, not in dispute. If the Agency does not receive notification within the five (5) day window, the Parties agree that the invoice will be considered correct, due, and payable in accordance with the Agreement.

HOURLY RATE AND BILLING

The Agency’s standard hourly rate for all Services is $250.00 per hour unless otherwise specified in writing. This rate applies to:

• Strategic consulting and advisory services
• Creative development and design work
• Account management and client communications
• Project management and coordination
• Any Additional Work authorized through change orders

Time is tracked in fifteen (15) minute increments, with a minimum billing of one (1) hour for any service engagement. The Agency will provide detailed time records upon the Client’s request.

Rush work requiring turnaround within 48 hours, or work performed outside normal business hours (Monday-Friday, 9:00 AM – 5:00 PM PST), will be billed at 150% of the standard hourly rate ($375.00 per hour).

The Agency reserves the right to adjust hourly rates with sixty (60) days’ written notice to the Client. Such adjustment will not affect work already contracted under a fixed project fee, but will apply to any Additional Work or new projects initiated after the notice period.

LATE PAYMENTS

All invoices are due and payable Net-15 as outlined above (“Due Date”). The Client acknowledges that timely payment is essential to the Agency’s operations and agrees to the following late payment terms:

1. 10-Day Late Fee: Any payment not received within ten (10) days after the Due Date will incur a $25.00 late fee, which will be added to the outstanding balance.
2. 30-Day Late Fee: Any payment not received within thirty (30) days after the Due Date will incur:
   1. The initial $25.00 late fee (if not already applied), PLUS
   2. An additional fee equal to one percent (1%) of the original invoice amount
3. Continuing Obligations: Late fees are immediately due and payable upon assessment. The Agency reserves the right to suspend Services upon any payment becoming thirty (30) days past due, without waiving any rights to collect amounts owed.
4. Collection Costs: In addition to late fees, the Client agrees to pay all reasonable collection costs, including attorney’s fees, if collection efforts become necessary.
5. Right to Suspend Services: The Agency reserves the right to suspend all Services immediately upon any invoice becoming ten (10) days past due, and to withhold delivery of any work product until all outstanding amounts are paid in full. Such suspension shall not relieve the Client of its payment obligations under this Agreement.

ADDITIONAL EXPENSES

Unless detailed above, the fee listed does not include expenses for any additional professionals or services, including, but not limited to: transcribers, photography, print designers, printing, stock photography, stock videography, retouching, or animators/animation. The Client will need to approve any such additional expense in writing and, if requested by the vendor, supply a deposit for services to be rendered before the Agency agrees to any work on behalf of the Client.

SCOPE OF WORK AND CHANGE ORDERS

The Services to be provided under this Agreement are limited to those explicitly described in this proposal. Any services, deliverables, or work requested by the Client beyond the defined scope (“Additional Work”) will require a written change order that includes:

• Description of the Additional Work
• Associated fees and expenses
• Revised timeline if applicable
• Written approval from authorized representatives of both parties

No Additional Work will commence until the change order is fully executed. Verbal requests or approvals for Additional Work are not binding unless followed by written confirmation within two (2) business days.

OUT-OF-POCKET EXPENSES

Any Out-of-Pocket Expenses incurred by the Agency are billed to the Client at cost + 20% every month, due and payable within 15 days of the invoice.

TERMS AND CANCELLATION

The Client may terminate or suspend this Agreement by providing the Agency with at least thirty (30) days’ advanced written notice of its intention to terminate or suspend.

Agency retains the right to terminate or suspend this Agreement at any time, provided the Client receives thirty (30) days’ advance written notice of its intention to terminate or suspend.

If, for any reason, the project is canceled at any stage, or this Agreement is terminated or suspended in accordance with this Section, payment for all Services rendered and expenses incurred is due and payable immediately. In the event of such cancellation, termination, or suspension, the Agency retains ownership of all work until the Agency receives all due and payable fees and/or expenses from the Client.

The following provisions will survive termination of this Agreement: (a) Client’s indemnification obligations in the Responsibility and Indemnification section, below; (b) the Limitation of Liability section, below; and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

RESPONSIBILITY AND INDEMNIFICATION

The Agency is responsible for delivering the Services and the work product outlined in this proposal in a professional and timely manner.

The Client agrees that the Agency has no liability whatsoever in connection with the Agency’s use of materials supplied by the Client, and the Agency holds no responsibility for the clearance, cultural/linguistic suitability, or trademark protection of any trade or service names/marks presented by the Client in connection with the Agency’s Services provided under this Agreement.

Further, the Client agrees to defend, indemnify, and hold harmless the Agency, as well as the Agency’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns, against any liability related to the use of materials supplied by the Client.

Agency agrees to indemnify and hold harmless the Client, as well as the Client’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns, against any liability related to the use of original materials supplied by the Agency.

LIMITATION OF LIABILITY

THE AGENCY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY THE AGENCY UNDER THIS AGREEMENT. IN NO EVENT WILL THE AGENCY BE LIABLE TO THE CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

YOUR RIGHTS TO THE FINAL WORK PRODUCT

Agency explicitly acknowledges and agrees that all works of authorship contained in the final deliverables detailed in this proposal are “works for hire” under the copyright and trademark laws of the United States and that the Client will secure and own the copyright and trademarks in all such works of authorship. However, the Agency retains all rights for materials and alternative concepts produced that are not part of the final work product.

Once public, the Client hereby grants to the Agency the right to show the work in the Agency’s marketing and sales efforts.

OUR RIGHT TO OUR METHODS

The Agency will keep our rights, title, and interest in the ideas, methods, techniques, and other know-how we owned or developed before or during the project. This includes all development documents, processes, electronic design formats, programming, system structures, and related materials, collectively referred to as the Agency’s “proprietary methods.” The Agency will have the right to use its proprietary methods in its work for other clients.

AUTHORITY

Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

COMPLIANCE

Each Party represents and warrants that it will comply with all applicable laws, including, without limitation, federal, state, and local laws, in the performance of its respective obligations under this Agreement.

NOTICES

Notices pursuant to this Agreement shall be sent to the addresses below. Such notices will be deemed received at such addresses upon the earlier of (a) actual receipt or (b) delivery in person, by electronic mail with written confirmation of receipt, or by certified mail return receipt requested.

For Agency: 1195 Park Avenue, Suite 202, Emeryville, CA 94608

ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to contracting for the Agency’s Services. There are no promises, covenants, or undertakings other than those expressly set forth herein. This Agreement may not be modified unless agreed to in writing by Agency principal David Farinella and the Client’s authorized representatives.

SEVERABILITY

If at any future time it is determined by a court of competent jurisdiction that any provision or term herein is illegal, invalid, or unenforceable, the remaining provisions and terms of this Agreement shall not be affected thereby, and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Agreement. In the event of such severance, the remaining terms and provisions shall be binding and enforceable.

DISPUTE RESOLUTION

The parties agree to use their best efforts to resolve any disputes arising out of or related to this Agreement through good faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party. The parties shall then have thirty (30) days to resolve the dispute through direct negotiation.

If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Alameda County, California, and judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs.

Notwithstanding the above, the Agency may seek immediate injunctive relief in court for: (a) the Client’s failure to make timely payments, or (b) to protect the Agency’s intellectual property rights.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without regard for its conflicts of laws and principles. The Client consents to venue in and to the exclusive jurisdiction of the state and federal courts of the State of California for any dispute arising out of this Agreement.

INDEPENDENT CONTRACTOR

Agency, in rendering the Services under this Agreement, is acting and shall act solely as an independent contractor and not as the agent of the Client.

FORCE MAJEURE

No delay, failure, or default, other than a failure to pay fees when due and payable, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

NO ASSIGNMENT

This Agreement shall not be assigned or transferred by either party without the prior written consent of the other party.

CONFIDENTIALITY

The Agency will engage in a non-disclosure agreement at your request.

COUNTERPARTS

This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

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