Terms & Conditions

Please select the Market Style Media product or service to read the full terms & conditions:

Branding, Website, and Digital Marketing

The Mill Magazine

Media Licensing

PHILOSOPHY

Market Style Media works under the Long Tail philosophy, a term coined by Chris Anderson, Editor-in-Chief of WIRED magazine. The Long Tail first appeared in an article in WIRED in October 2004 and later as a book, The Long Tail: Why the Future of Business is Selling Less of More, published in July 2006.  

The theory began with the observation that our culture and economy was shifting away from a few large market products toward a multitude of niche products. In other words, one-size-fits-all would no longer be applicable as the demand would be for narrowly-targeted goods and services.

On a demand curve, the mass products or general information are represented by the Head and the niche products and specific information are represented by the Long Tail.

How this applies to Small Business:

Small business thrives in the Long Tail. You only need a few people in the entire world to be interested in what you offer. By focusing on the specific wants and needs of a prospective customer, you treat that prospect as an individuals with unique interests and needs.

No amount of marketing can suspend the basic laws of sound business practice:

• Sell a great product or offer a great service
• Conduct yourself ethically
• Genuinely care about your customer and your business

BRANDING, WEBSITE, & DIGITAL MARKETING SERVICE DETAILS

TERMS, CONDITIONS, & GENERAL POLICIES FOR MARKET STYLE, LLC

This confirms an agreement between Market Style, LLC, dba Market Style Media (“MSM”), and Purchaser, and any affiliates, subsidiaries, successors, or assigns (“Client”) for services, as defined below, on the following terms and conditions:

All digital marketing starts or fails with your website and brand. For this reason, we include these services on all of our agreements. They may be optional depending on the current state of your website. A poorly designed or implemented website impedes successful digital campaigns.

DEFINITIONS

Purchaser: the entity or person issuing the Order, also known as the Client.

Order: means an order for goods and/or services to be provided by MSM and the corresponding fees to be paid by the Purchaser issued by Purchaser subject to these terms and conditions.

WEBSITE

We’ve built websites for nearly 20 years. Back in the 1990s, we built websites by hand, which means all of the webpages were individually coded. As the internet has matured, so did our ability to code different languages (HTML, CSS, PHP, etc.) and figure out which platforms are the easiest to use. We no longer code everything by hand, but that experience allows us to fully understand our capabilities and the amount of time each website takes to build.

All of the websites that we build are responsive or mobile/tablet friendly and built on WordPress, a content management system (CMS) framework. This means that you or your non-technical staff have the ability to edit most of the content.

• The Basic WordPress Website is the starting point for all of the websites that we build. The price includes planning, design, programming, basic set-up, and launch.
• Update WordPress Website is for organizations with websites already hosted on WordPress, but need to be updated. The price includes planning, responsive theme, WordPress security check, basic customized programming, basic plugin configuration, and launch.
• The eCommerce WooCommerce Website is the starting point for all e-commerce websites that we build. The price includes planning, design, programming, basic set-up, and launch.

Every website project begins with a plan. Download the Website Design and Development Project Planner (https://marketstylemedia.com/planner) to help you define your requirements, preferences, and resources. When you put the plan on paper, you come to know how much work is involved on your end and possibly an appreciation of the work needed to be accomplished on our end.

Long Tail Philosophy & Your Website:

Head – an online brochure which explains products or services and provides a closer look inside the company for the prospective customer.

The Long Tail – drives business in tandem with digital marketing, putting prospects into a sales funnel to aid in closing sales.

View the service page for specifics on what is included with the following services:

• Basic WordPress Website
• Update WordPress Website
• eCommerce WooCommerce Website

Website Content:

Images and content are provided by Client.

We find that updated websites require new images. Modern trends include large format images, whereas, older websites tend to have thumbnail sized images.

Additional Features and Services:

An Additional Page or an Additional Product can be added to your website for an additional fee.

The following features and services require a secondary quote and addendum:

• As determined by the Website Design and Development Project Planner
  • Images or content needed for the website and provided by MSM
  • Additional website function
  • WooCommerce function
  • Additional pages not previously noted
  • Additional e-commerce products

Website Maintenance Packages

Our website maintenance program utilizes a support ticket system.

Each support ticket is equivalent to one hour of work. You can use these tickets for general support, adding or changing content, WordPress training, etc.

View the service page for specifics on what is included with the following services:

• Monthly
• Individual

If you need an update faster than 5 Business Days, use two support tickets for priority status and the work will be completed in one day.

Support tickets are also available on an individual basis. The timeline for support tickets without a maintenance package is 10 Business Days.

IMPORTANT NOTE: If MSM did not build your website, your first maintenance will require an additional support ticket, so that we can familiarize ourselves with your website. The additional support ticket will be required if you change your website between maintenance.

BRANDING

Launch your business or refresh your existing brand identity to support growth. Our complete brand packages are comprehensive and focused on providing your company with everything you need to get to the next level.

Branding is more than a logo…it’s your company’s image.

View the service page for specifics on what is included.

DIGITAL MARKETING

Digital Marketing is the umbrella of search engine optimization, content marketing, social amplification, and digital advertising.

In order to drive traffic or leads to your business, several factors play an important role in the modern era of digital marketing. Whether the leads are driven organically or paid, specific attention needs to be given to each digital marketing component as each is interdependent on the other.

Content is King

What drives organic traffic?
Content that answers or informs a person seeking specific information through a search engine or social media.

What drives paid traffic?
Content that answers or informs a person seeking specific information through a paid advertising position.

Long Tail Philosophy & Your Digital Marketing:

Head – none.

The Long Tail – promotes a variety of specific content and keywords catered to the needs of a prospective customer.

Search Engine Optimization

Target specific audiences, attract more relevant leads, and boost your visibility and reputation.

This service includes elements of content marketing and social amplification.

View the service page for specifics on what is included.

Content Marketing

High-quality, engaging, and informative articles or scripts used for blogging, email marketing, or YouTube videos.

View the service page for specifics on what is included.

Social Amplification

MSM does not manage social media accounts. The social amplification program is a one-time fee to automate your social media channels with relevant content, including the initial promotion and re-promotion of your original content.

View the service page for specifics on what is included.

Digital Advertising

ADD-ON ONLY

Target your prospective customer with paid advertising. We target ads, so that you are only paying for the most relevant traffic. This service is available on: Facebook, LinkedIn, Twitter, and YouTube. Should our research reveal other advertising opportunities, we will assess those on an individual basis. Note: YouTube advertising requires commercial videos.

View the service page for specifics on what is included.

TIMELINE

Standard

1 Month:

• Branding
• Phase 1 – Search Engine Optimization and TOTAL 360
• Phase 2 – Search Engine Optimization and TOTAL 360
• Content Marketing
• Social Amplification
• Digital Advertising

3+ Months:

• Website

Rush – Website: 2 Months

Priority – Website: 1 Month

PAYMENT SCHEDULE

The following payment terms are binding, unless other payment terms have been arranged.

The following services require a 50% deposit upon execution of the agreement:  

• Website: Basic WordPress Website, Update WordPress, Additional Page, Additional Product, and e-Commerce
• Digital Marketing and TOTAL 360: Phase 1

Services utilizing a deposit will require final payment prior to full delivery of service.

Monthly fees are due at the beginning of the month prior to the commencement of work.

Automatic payment options are available.

Additional Fees: Should Client incur additional charges, such as 1-on-1 Training, then Client will receive an invoice at the end of the week. Client will be notified of such charges before they are incurred.

All payments are due upon receipt and in USD. We accept PayPal, Visa, Mastercard, and official company checks.

Payments by check delay services up to 10 business days.

Return payments will be accessed a $25 fee.

Late payments incur an additional $27 fee every 30 days. An account is not considered up to date unless all outstanding fees are paid.

SHARED DRIVE

MSM uses Google Drive to share and store files with clients. In order to access Google Drive, you will need a Google account. This can be a gmail address or another email address. If you do not have a Google account, go to: https://accounts.google.com/signup.

Upon receiving the email that notifies you of the shared folder, make sure you add the folder to your Drive.

Help documents:

• Adding a Shared Folder to Your Drive: http://youtu.be/IYVh0c78B4A
• Google Drive Overview: http://youtu.be/6NLYbzXVJaY
• Move From Incoming to My Drive: https://support.google.com/drive/answer/2375057?hl=en (“Shared with me” is now “Incoming”)
• Overview of Docs, Sheets, and Slides: https://support.google.com/docs/answer/49008?hl=en

Google Drive includes:

• Docs (similar to Word)
• Spreadsheet (similar to Excel)
• Slides (similar to PowerPoint)
• Forms (used for submissions)

REFERRAL PROGRAM

Client may refer a friend for $200 in referral credits and can earn up to $600. A credit will be applied to Client’s balance upon the execution of an agreement by the referred friend. This credit cannot be combined with any other promotional offers. The Referral Program is only valid on service orders valued over $900.

PARTNER PROGRAMS

Client may receive a partner credit by signing up with one of our partners. A credit will be applied to Client’s balance, according to the specifics below, upon proof of registration or application. This credit cannot be combined with any other promotional offers. There is no partner credit maximum.

• ExploreTheMill.com
  • Sign up for one of their annual packages
    • Credit is equal to the value paid for the annual package
• MADE IN THE MILL (http://madeinthemill.com)
  • Apply to be a Certified Local Independently Owned Business
    • $35 credit
• The Mill Magazine (http://themillmagazine.com/advertise)
  • Advertise in Print, Digital, and Online Editions for a year
    • $600 credit; $50 per month for a year
  • Be a Section Sponsor on the Online Edition
    • $50 credit

CLIENT AND MSM PROMISE

Client agrees to provide MSM with everything that they need to complete their tasks including text, images, and other information, and, if possible, in the format that it’s asked for in a timely manner.

Client agrees to review work, provide feedback, and sign-off on any approvals in a timely manner.

MSM agrees to meet deadlines as set by the Client, unless Client was delayed in supplying requested materials in a timely fashion or failed to approve work at any stage. In this instance, MSM cannot be held responsible for a missed launch date or deadline.

Both parties will keep in confidence and will not use for their or for any other’s benefit, privileged information about either party’s business which they acquire before, during, or after this agreement. Unless required to do so pursuant to any legal proceedings.

RIGHTS OF OWNERSHIP

All text content, photographs, and/or graphics made by MSM for Client is made and deemed “work made for hire” as defined by US Copyright law for Client. All licensed content made by MSM for Client follow the associated licensing agreement. In most cases, licensed content can be used once per license. It is the Client’s responsibility to ensure all licenses are upheld.

MSM reserves the right to display and link to Client as part of their portfolio and to write about it in magazine articles and in books about digital marketing.

EXCLUSIVITY AND RELATIONSHIP

Nothing contained in this agreement shall constitute a partnership or joint venture by the parties or that either party is an agent of the other.

MSM works with a range of clients and sets their own schedule. MSM’s work for Client is on a non-exclusive basis.

Client shall not set a deadline for MSM that is less than five business days or the appropriate timeframe as set forth in the Timeline section above, unless MSM accepts the assignment based on availability. MSM likes to make Clients happy and exceed their expectations, but MSM can not please everyone all of the time.

If client wishes to set an exclusivity in Client’s specific business category, then the client needs to make a quote request to: exclusivity@marketstylemedia.com.

AGE

Client and/ or Authorized Representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract agreement in the State of South Carolina on behalf of the Client.

ASSIGNMENTS

Client cannot transfer this agreement to anyone else without MSM’s permission. This agreement, including any and all addendums, stays in place and need not be renewed. If for some reason one part of this agreement becomes invalid or unenforceable, the remaining parts of it remain in place.

SOLE AGREEMENT

Any additional work not specified in this agreement, including any and all appendices, must be authorized by a written addendum. All prices and discounts specified will be honored for 30 days after both parties sign this agreement. Added services after 30 days will require an addendum and may include a price increase.

FORCE MAJEURE

If the preparation or completion of the Services is materially hampered, interrupted, or prevented due to inclement weather, an act of God, war, riot, civil commotion, fire, casualty, labor dispute, act of any federal, state, or local authority, death, disability, default, or for any other reason beyond either party’s reasonable control, both parties shall have the right to suspend this agreement while such event continues. If any suspension hereunder continues for a period of eight (8) weeks or longer, both parties shall have the right, by written notice to terminate this agreement.

SUSPENSION AND TERMINATION

In the event of a material breach by either party, both parties may terminate this agreement by giving written notice. Client shall retain the rights in the Copyright section above.  

Client has the right to cancel at any point prior to the recurring payment date. Once a payment is made, it is non-refundable.  

If MSM elects to terminate this agreement, Client shall have no further payment obligations except outstanding balances.  MSM may terminate this agreement without notice if Client fails to make payments on time or fails to pay the late payment fee, if any.

In the event of any termination, Client may engage another service provider.

INDEMNIFICATION

Client agrees that it shall defend, indemnify, save, and hold MSM harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees associated with MSM’s marketing and consulting of the Client’s Social Media websites. This includes Liabilities asserted against MSM, its subcontractors, its agents, its clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee, or assigns.

Client also agrees to defend, indemnify, and hold harmless MSM against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed by Client. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

DISPUTE RESOLUTION

Any disputes arising from this agreement will be litigated or arbitrated in York County, South Carolina.  This agreement shall be governed and construed in accordance with the laws of the State of South Carolina, USA.  Undersigned hereby agree to the terms, conditions, and stipulations of this agreement on behalf of his or her organization or business. This agreement constitutes the entire understanding of both parties.  

WARRANTIES AND REPRESENTATIONS

MSM guarantees that to the best of their knowledge their work is original and does not infringe the intellectual property of others. MSM can’t guarantee that the functions contained in any social networking site, or other website will always be error-free and so MSM can’t be liable to Client or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate these websites and any other web pages, even if Client advised MSM of the possibilities of such damages. MSM will however, fix those errors at no extra charge.  Client guarantees that any and all elements of text, graphics, photos, designs, trademarks, or other work that Client provides MSM for inclusion on social networks are either owned by Client or Client has permission to use them. It is Client’s responsibility to do a prior art search for possible inadvertent infringement.

MISCELLANEOUS

This agreement may be executed in any number of counterparts and transmitted by facsimile, a copy of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.  If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.  Although the language is simple, the intentions are serious and this agreement is a legal document under exclusive jurisdiction of York County and the State of South Carolina courts.  

This agreement contains the full and complete understanding between the parties and supersedes all prior and contemptuous written or oral agreements and understandings pertaining hereto, cannot be modified except by a writing signed by each party.

By placing an Order, Purchaser understands that the foregoing meets their approval and their name on the Order shall be their electronic signature that they have agreed and accepted the Terms and Conditions.

LATEST UPDATE: AUGUST 31, 2015

Change from August 19, 2015 to August 31, 2015:

• “The following payment terms are binding, unless other payment terms have been arranged.” was added to the top of the Payment Schedule section.

THE MILL MAGAZINE

TERMS, CONDITIONS, & GENERAL POLICIES FOR MARKET STYLE, LLC’S THE MILL MAGAZINE, FORMERLY FORT MILL MAGAZINE, ADVERTISING AGREEMENT

The Mill Magazine is a Market Style publication (“Publisher”).

1. The Publisher reserves the right to reject or cancel any advertisement(s) at its sole discretion for editorial congruency.

2. All artwork submitted to the Publisher becomes the sole property of the Publisher and cannot be returned.

3. All advertisements are accepted and produced by the Publisher on the representation that the advertiser and/or advertising agency is properly authorized to publish the entire contents and subject matter thereof. It is understood that the advertiser and/or advertiser’s agency will indemnify any loss, expense or any other liability arising out of publication of such advertisement.

4. No conditions, printed or otherwise, appearing on the contract order or copy instructions, which conflict with the Publisher’s policies, will be binding on the Publisher, unless specifically agreed to in writing by the Publisher.

5. The Publisher reserves the right to hold the Advertiser and/or the Advertising Agency jointly and severally liable for such monies as are due and payable to the Publisher. A late fee of 4% will be assessed for each 15 day period a payment is late. All payments for each edition are due by the Ad Deadline Date as set forth in The Mill Magazine media kit (“Advertiser’s due date”). All late fees totals shall not exceed 45% of the contract total that is deemed to be late or is allowable by S.C. law. In the event the advertiser defaults on the remaining contract total, the Publisher may seek a judgment for the remaining balance that will include any outstanding late fees, attorney’s fees, court costs and reasonable recovery expenses.  The stated contract terms, contained herein, shall be deemed in default if not satisfied within 60 days from the Advertisers due date.

5a. All advertisers must be in good standing and fully paid by the Advertiser’s due date in order to be included in the edition. By placing an insertion order, either online (from the e-commerce store on marketstylemedia.com) or offline, you are entering a contractual agreement to make all the payments.

5b. The full regular price for an advertisement is listed as “1X” and/ or “1 Edition”. All other options require additional payments beyond the initial payment.

For example: The “4X” or “4 Editions” for a Inside Full Spread advertisement space in 4 editions if $3800 per edition.

Upon check-out online or upon submission of the insertion form offline, the first payment for the first edition in the sequence is paid in full. The remainder of the balance is due in 3 payments and must be paid by the Advertiser’s due date, which is about 6 weeks prior to publication. Each payment is due in full roughly every 3 months, however, you are responsible for making sure that you are paid in full by the Advertiser’s due date.

For example: If today is April 10th, you are ordering for the summer edition, and the summer edition Ad Deadline Date is April 17th. You can pay the deposit today, however, the remainder is due prior to the 17th (1 week from today).

6. Ad positioning agreements, even when acknowledged in writing by the Publisher, are subject to preemption by units of greater space, special placements or insertions, or any other reason, at the sole discretion of the Publisher/Editor, in order to maintain the artistic integrity of the publication.

7. The Publisher cannot be held responsible for the quality of reproductions when specifications are not adhered to or when materials are not received by specified dates. “Camera ready” art/ads from advertisers must be of the exact specifications required by the Publisher. Art/ad specifications pertain to any/all of the following: art/ad size, resolution of output or items submitted for output, line screen, etc. If these specification guidelines are not adhered to in the strictest sense, the Publisher reserves the right to not accept the art/ad as camera ready and to make adjustments to the advertisers artwork and price of the ad according to the current Publisher’s price guidelines.

8. This Advertising Agreement is for the specified period contained within this agreement. The Advertiser freely enters into this agreement with the express understanding that this Advertising Agreement is irrevocable and that the total amount of this agreement is to be paid to the Publisher according to the terms prescribed within. Publisher reserves the right to seek any lawful means necessary to secure the total amount of this agreement if payments are not received according to the terms of this agreement.

9. It is the sole responsibility of the Advertiser to proof their ad for correctness. It is the Advertiser’s responsibility to turn in artwork to the Publisher during normal business hours by the publication closing date for the issue in which the advertisement is to be published. If no artwork is provided by the specified date, the Advertiser shall lose all monies paid to the Publisher and forfeit any space reserved.

10. No employee, or agent of the Publisher, has the authority to change any of the terms, conditions, and/or general policies of The Mill Magazine.

11. As evidenced by the purchase of an order from the Market Style, LLC online store (marketstylemedia.com) whereby the Advertiser agrees to the terms and conditions or signatures of the sales representative and the Advertiser, the parties intend that a binding contract be created, and that it is understood by the Advertiser that the dollar amount contracted for in each issue contracted for is due regardless of Advertiser’s business closure, business location change, event cancellation, or any other adverse event that might otherwise prohibit the Advertiser from the intended benefits of advertising in The Mill Magazine, a publication of Market Style, LLC.

12. The Publisher reserves the right to alter and/or change any Advertiser’s layout, artwork and/or advertisement copy that does not conform to the Publisher’s specifications, to include grammatical revisions, without providing advanced notice to the Advertiser. The Advertiser understands that there will be additional charges assessed to the Advertiser to alter and/or change Advertiser’s artwork and/or advertisement in order to conform to the Publisher’s specifications.

13. Photographs, mechanicals, and other production department operations requested by the Advertiser from the Publisher will be assessed an extra charge. The amount will be based on the cost of the work required to get that item into the form and specification which conform to the Publisher’s specification.

14. Although the Publisher will make every effort to print and distribute The Mill Magazine by the issue date, the Publisher shall not be held liable, and the Advertiser agrees to waive its rights to hold the Publisher liable for failure to distribute any issue of The Mill Magazine by the issue date.

15. Advertiser agrees that under no circumstance whatsoever, will The Mill Magazine be accountable to the Advertiser for any claim, loss of advertising, loss of business, for a failure to print any issue and/or publish providing the issue is at least digitally published.

16. The Advertiser warrants that he is the duly authorized and appointed agent for or representative of, the product or service or place of business or business to be advertised under this Agreement and agrees to hold the Publisher harmless from any and all claims in any manner resulting from said advertising.

17. The Advertiser warrants that the use, in or in connection with any item, person, or persons used in or in connection with any item of advertising specified in this Agreement, including the use of any picture, picture reproduction, any endorsement, trademark or trade name is duly authorized and the Advertiser agrees to hold the Publisher harmless from any and all claims in any manner resulting from use of such in advertising.

18. The Advertiser is fully aware and understands the nature and content of The Mill Magazine including, but not limited to, editorials, articles, advertising, pictures, drawings, illustrations, commentary and other such materials, and as such, the Advertiser agrees to hold the Publisher harmless from any and all claims in any matter resulting from said contents of The Mill Magazine.

19. Publisher reserves the right to decline any advertisement, before or after published closing date, Advertiser’s due date, including any prepaid, paid and/or unpaid advertisement. All copy, text, photos, and illustrations in advertisements are published with the understanding that the Advertiser is fully authorized, has secured proper consent for use of such material, and that the Publisher may lawfully publish Advertiser’s material. The Advertiser agrees to indemnify and hold the Publisher, its employees, officers, agents, and business affiliations harmless from any and all liability, loss and expense of any nature whatsoever incurred as a result of publishing said advertisement. That indemnity includes, but is not limited to, lawsuits for libel, invasion of privacy, plagiarism, copyright infringement, unauthorized use of a person’s name or photograph, or any other claim or suit.

20. By executing this Agreement, the Advertiser admits having read all of the foregoing and neither the Publisher nor the Advertiser shall be bound by any agreement or understanding not expressed herein, and that the Advertiser understands and agrees to all of the Terms and Conditions contained in this Agreement.

21. Market Style, LLC is inferred to be the Publisher of The Mill Magazine and all terms of this document are applicable to each entity.

22. All ads created for the Advertiser, by the publisher, are copyright protected and cannot be used in any other publication without the expressed written consent of the Publisher.  Publisher created ads are for explicit use in Publisher publications only.

23. Declined checks and or credit card payments will result in a $35 processing fee charged to Advertiser. Online payments can be made in the Advertiser’s account on MarketStyleMedia.com at https://marketstylemedia.com/my-account/.

LATEST UPDATE: JUNE 9, 2015

RIGHTS-MANAGED AND RIGHTS-READY MEDIA LICENSE AGREEMENT FOR MARKET STYLE, LLC AND ITS PROPERTIES

This is a legal agreement (“Agreement”) between Licensee (“Licensee”) and Market Style, LLC (“Licensor”), a South Carolina company. This agreement applies to licenses issued via the web and via sales representatives, and is applicable to online, digital, and analog (physical) delivery of licensed material. By ordering a license, Licensee is confirming that it has capacity to form a contract under its local laws.

Licensor grants the Licensee a non-exclusive, non-sublicensable, and non-transferable right to use and Reproduce the Licensed Material identified in the Invoice, solely to to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, including Purchaser, for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.

LICENSOR WARRANTS THAT

1. Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material).
2. All necessary rights and authority to enter into and perform this Agreement.
3. Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by Licensor (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyrights or moral rights of any person or entity.

Licensor DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Licensor SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. Licensor SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and exclusive remedy for any breach of the warranties set forth in Section 4 above, Licensor shall, subject to the terms of Section 4 above and Section 7 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by Licensor of its warranties set forth in Section 4 above. Licensor shall have no obligation under this Section 5 for any Claims that arise out of or are a result of:

1. Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee.
2. The context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context.
3. Licensee’s failure to comply with the terms of this Agreement.
4. Licensee’s continued use of Licensed Material following notice from Licensor, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states Licensor’ entire indemnification obligation under this Agreement

Licensee shall, subject to the terms of Section 5 below, defend, indemnify and hold harmless Licensor and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to:

1. Licensee’s use of any Licensed Material outside the scope of this Agreement.
2. Any other actual or alleged breach by Licensee of this Agreement.
3. Licensee’s failure to obtain any required release.

The party seeking indemnification pursuant to this Section 5 shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 4) above, Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

All Invoices shall be non-refundable.

Licensee and Purchaser agree to receive Invoices from Licensor electronically via the email address associated with Licensee’s and/or Purchaser’s Licensor account. If Licensee fails to pay Licensor’ Invoice in full within the time specified in the Invoice, Licensor may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Licensor’ other remedies under this Agreement, Licensor reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Licensor’ standard license fee for the unauthorized use of the Licensed Material. Licensor reserves the right to terminate this Agreement in the event Licensee:

1. Enters the Agreement after having received notice of unauthorized use from Licensor relating to the Licensed Material;
2. Provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement;
3. Fails to pay the License Fee on the due date; or
4. Otherwise breaches the terms of this Agreement.

Upon termination, Licensee must immediately:

1. Stop using the Licensed Material.
2. Destroy or, upon the request of Licensor, return to Licensor the Licensed Material and, in the case of termination by Licensor for cause, the Licensee Work in the possession or control of Licensee.

Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Licensor, including by providing Licensor with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Licensor may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Licensor of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Licensor the amount of such underpayment, Licensee shall also reimburse Licensor for the costs of conducting such audit. Where Licensor reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Licensor’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Licensor.

For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Licensor, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.

Upon notice from Licensor, or upon Licensee’s knowledge, that any Licensed Material may be subject to a claim of infringement of another’s right for which Licensor may be liable, Licensor may require Licensee to immediately and at its own expense:

1. Stop using the Licensed Material;
2. Delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and
3. Ensure that its clients do likewise. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Governance. This Agreement, and all issues related thereto, will be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its choice and conflict of law principles. Any litigation or other legal action between Licensee and Licensor arising out of this Agreement may be maintained only in a federal or state court located in York County, South Carolina, or permitted by applicable law, and the Parties hereby consent to the personal jurisdiction of and venue in such courts.

Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

Entire Agreement. This Agreement is intended for business customers of Licensor and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Licensor and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.

Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

LATEST UPDATE: JUNE 9, 2015