Terms and Conditions

Last Updated: April 28, 2022

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This Services Agreement (the “Agreement”) is entered into on the date the first electronic payment was completed (the “Effective Date”) between an authorized agent of the company that completed the electronic form of payment ("The The Customer"), and The Media Corp Media, LLC (the “Service Provider”) located at 233 Shenandoah Trail, Warner Robins GA 31088. Customer and Service Provider hereinafter may be referred to individually as “Party” and collectively referred to as the “Parties” 
WHEREAS Customer has requested that the Service Provider furnish certain marketing material, promotional and business development training services to the Customer, and Service Provider has agreed to provide the services set forth in this Agreement; 
NOW, THEREFORE, in consideration of the undertakings of the Parties set forth herein, and other good and valuable consideration, the receipt, and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows: 
1. Services. Subject to the terms and conditions in this Agreement, the Service Provider hereby agrees to provide to Customer the services and deliverables set forth in Exhibit A attached hereto (the “Services”). 
2. Fees. The customer shall pay the Service Provider a weekly retainer "amount determined by the first electronic payment retainer payment for 26 weeks of campaign management (“Weekly Retainer”). The Weekly Retainer shall be due on the same day of the week in which the Customer has contracted services. The Weekly Retainer covers a new campaign and monthly campaign optimization. 
a. Method of Payment. The customer shall remit payment of the Weekly Retainer and any other fees or invoices in the form of electronic payment. 
b. Late Fee. Unless otherwise specified in writing, invoices or other fees not paid within fourteen (14) business days of the invoice date will accrue interest at 1.5% per month. 
3. Term. The term of this Agreement shall commence on the initial electronic payment date and shall last for a period of 26 weeks (“Initial Term”). The Monthly Retainer starts on the initial electronic payment. After the Initial Term, the Customer’s account shall transition to a month-to-month retainer determined by the first month's total invoices. Customers may elect to cancel the month-to-month retainer option by sending a thirty (30) day written notice in accordance with Section 16. 
4. Software. The Service Provider does not provide any software and there is no software included in the amount paid in the Monthly Retainer. In the event the customer chooses to subscribe to a Third-Party Service through the Service Provider, the Customer shall be billed for the Third-Party Service fees as follows: 
a. At the end of each month, the Service provider shall provide the Customer an invoice of all out-of-pocket and pass-through expenses directly incurred in connection with the performance of the Services including any Third-Party expenses such as advertising fees, software use fees, printing, etc. The customer shall be required to remit payment for the invoice within fourteen (14) business days of receipt. Service Provider will exert best efforts to apprise the Customer of anticipated Third-Party fees in advance, however, any such fees are always subject to change and Customer agrees not to unreasonably withhold payment for these expenses. 
b. Disputed Invoices. If the Customer in good faith disputes the accuracy of the amount invoiced, the Customer shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 14. 
5. Cooperation Between the Parties. Each Party shall fully cooperate with the other Party with respect to the provisions of the Services. Each Party shall provide or make available to the other Party any information that may reasonably be required in order to efficiently perform the services. 
6. Limited Warranty. 
a. Service Provider represents and warrants the following: (i) To its knowledge and belief, it did not use or incorporate any proprietary subcontractor, or other third parties, intellectual property into the deliverables generated and/or delivered to Customer under this Agreement; (ii) Customer has the freedom to practice the deliverables generated and/or delivered to Customer under this Agreement with respect to Service Provider’s pre-existing intellectual property and any intellectual property Service Provider developed under this Agreement; and (iii) Service Provider will perform the Services required under this Agreement and that it will use best efforts to the extent commercially reasonable, to perform said services in a professional, and timely manner. 
b. Customer represents and warrants the following: Customer represents and warrants that: (i) Customer has the right and legal authority to execute this Agreement; (ii) Customer is the sole owner of all materials delivered to Service Provider for duplication, replication, printing and use by Service Provider; (iii) neither such material nor the duplication, replication, printing or other use of the same in any way is defamatory or violates or infringes any copyright, trademark, patent, other intellectual property right or any other right of any person or entity, wherever located. 
7. Proprietary Rights. Unless otherwise specified in this Agreement, Services provided by the Service Provider under this Agreement are not performed on a "work for hire" basis, and therefore the intellectual property rights related to any Services, including but not limited
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to all the ideas, concepts, plans, techniques, designs, models, inventions, processes, methodologies, discoveries, formulae, software (other than third-party software) of every kind (including all software deliverables, routines, algorithms, applications, programs, operating environments, databases, interfaces or patches), technology, improvements, materials, works of authorship, documentation, programming aids or trade secrets developed, created, designed, invented, authored, or conceived by Service Provider or any of Service Provider’s personnel or contractors in respect of any Services or any testing, repairs, fixes, replacements, improvements, enhancements or updates to the Services (collectively “Intellectual Property”), shall be that of Service Provider’s; provided, however, that Customer is hereby granted a non-exclusive, non-transferable license to use the Services solely for its internal business purposes, subject to the restrictions set out in this Agreement. Notwithstanding anything to the contrary herein, it is understood and agreed by the Parties that any of the aforementioned Intellectual Property that may be developed, created, designed, invented, authored, or conceived by Customer and used by Service Provider in the construction of, or incorporated into, any Services shall be the property of Customer, and Service Provider shall not have any right to any such intellectual property rights and Service Provider understands and agrees that it shall not utilize any such ideas, concepts, methods, know-how, or techniques developed, created, designed, invented, authored, or conceived by the Customer when providing Services to any other Service Provider Customers. The foregoing restriction, however, shall not restrict the Service Provider from providing Services to or developing solutions for another Service Provider Customer with the same or similar functionality as the solutions that are provided to Customer as part of the Services provided to Customer, so long as the preceding restriction is not violated. For the avoidance of doubt, it is understood and agreed that Customer is not obligated to provide Service Provider with any code, specifications, or information regarding any solutions created solely by Customer or on Customer’s sole behalf, and Service Provider agrees not to appropriate any such code, specifications, or information without Customer’s knowledge and consent. The original design file of any project remains the intellectual property of the Service Provider unless otherwise stated by the Service Provider. At the discretion of the Service Provider, the Customer may purchase original files at a cost decided on by the Service Provider. 
8. Confidential Information. Except as otherwise specified herein, Service Provider and Customer each expressly undertake to retain in confidence all information disclosed to it by the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, pursuant to this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, including, but not limited to, financial information, technical information, accounting methods, profits, sales, employee names, client names, client lists, client data, organizational structure, business processes, business plans, or other sensitive or proprietary information ("Confidential Information"), and will make no use of such Confidential Information except under the terms of this Agreement. Information disclosed by the Service Provider, in any form, regarding pre-release products, access numbers and passwords provided to the Customer by the Service Provider shall be Confidential Information. Each party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized
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use of the Confidential Information of the other party. A receiving party shall not disclose any Confidential Information of the disclosing party to any third parties except as stated otherwise herein. A receiving party shall not make any copies of the disclosing party’s Confidential Information without the prior written approval of the disclosing party. Each party grants to the other party the right to use Confidential Information as part of the process of providing or receiving the Services, and each party shall have the right to divulge such Confidential Information only to those third parties who have a need to know and who are bound by confidentiality obligations at least as stringent as those herein. A receiving party shall immediately notify the disclosing party in the event of any unauthorized use or disclosure of the disclosing party’s Confidential Information. All documents and other tangible objects containing or representing Confidential Information which have been disclosed to a receiving party by the disclosing party, and all copies thereof which are in the possession of the receiving party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party, or destroyed and a written certificate of destruction provided, at the disclosing party’s option, upon the disclosing party’s written request; provided, however, that the receiving party may retain one copy thereof for use only in the event a dispute arises between the parties hereunder and only in connection with that dispute, and nothing herein shall require the receiving party to delete or purge any records in backup or archival systems kept in the normal course of business. Information shall not be deemed Confidential Information if such information (i) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available in the public domain after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party (iii) is already in possession of the receiving party at the time of disclosure (as demonstrated by files and records); (iv) is received by the receiving party from a third party who is not in breach of any confidentiality obligations; (v) is independently developed by the receiving party without use of reference to the disclosing party’s Confidential Information; or (vi) is required by law to be disclosed by the receiving party, provided the receiving party shall give the disclosing party written notice of such requirement prior to disclosure so that the disclosing party may seek a protective order or other relief. The obligations of the parties hereunder as a receiving party of Confidential Information under this Agreement shall be perpetual. This section titled "Confidential Information" shall survive the termination of this Agreement. 
9. Collections. The customer acknowledges and understands that if there is an outstanding invoice payable to The Media Corp Media LLC and the Customer has not made satisfactory payment arrangements, the Customer’s account may be placed with an external collection agency. The customer shall be responsible for reimbursement of any fees from the collection agency. In order for The Media Corp Media LLC or their collections agency to service the Customer’s account, where not prohibited by law, the Customer agrees that the collection agency and The Media Corp Media LLC are authorized to contact the Customer by the telephone number or email provided. Methods of contact may include using prerecorded/artificial voice messages and/or the use of an automatic dialing service. 
10. Indemnification.
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a. Notwithstanding the foregoing or any other term contained herein, Each Party (“Indemnifying Party”) agrees to indemnify and hold the other Party, its respective shareholders, officers, directors, administrators, managers, personnel, successors, and assigns (each, an “Indemnified Party”) harmless from and against any and all third party suits, claims, losses, expenses, damages, legal action, and liabilities, including reasonable attorneys’ fees, to the extent arising from, suffered, or incurred as a result of (i) any breach of any representation or warranty given by the Indemnifying Party under this Agreement; (ii) any intentional or grossly negligent act or omission of the Indemnifying Party; (iii) any other acts or omissions of the Indemnifying Party; and (iv) any allegation that the Indemnifying Party’s work infringes any copyright, trademark, trade secret, any other intellectual property right, or any right of publicity or right of privacy of any third party. 
b. Procedure for Indemnification. Thirty (30) days after receipt of any written claim or notice of any action giving rise to a claim for indemnification, the Party seeking indemnification will provide the Indemnifying Party with written notice of the claim or action. Failure to so notify the Indemnifying Party will not relieve it of its indemnification obligations, except to the extent that the failure or delay is prejudicial to the defense of the claim or action. The party seeking 
indemnification will provide the Indemnifying Party and its counsel and insurance carriers reasonable cooperation and assistance in, and grant the Indemnifying Party control over, the defense and settlement of the claim. In its reasonable discretion and at its expense, the Party seeking indemnification may engage counsel to support the Indemnifying Party’s defense of any Claim, and the Indemnifying Party will ensure that its counsel reasonably cooperates with and permits participation by such counsel. The Indemnifying Party shall not agree to any settlement with results in an admission of liability by the other Party nor consent to any judgment, attachment, lien, or any other act adverse to the interest of the other Party without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party fails to assume the defense of any Claim or does not diligently pursue such defense, the other Party may retain counsel and assume the defense of such Claim at the cost of the Indemnifying Party. 
11. Limitation of Liability. Service Provider’s liability for any and all claims, including claims of contract, negligence, and strict liability, shall not exceed the amounts paid and payable by Customer to Service Provider for the Services giving rise to the claim. IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, AND LOSS OF PROFITS. THESE LIMITATIONS OF DAMAGES AND REMEDIES CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AND MEASURE OF DAMAGES. THESE LIMITATIONS OF DAMAGES AND REMEDIES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
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12. No Guarantee of Success. The Customer hereto acknowledges and agrees that Service Provider cannot guarantee the results or effectiveness of any final products or services rendered, to be rendered by Service Provider. Rather, the Service Provider shall conduct Services in a professional manner and in accordance with good industry practice. Service Provider will use its best efforts and does not promise results. 
13. Relationship of the Parties. Service Provider and its employees and personnel performing any Services under this Agreement are independent contractors and not employees of the Customer. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. 
14. Dispute Resolution. The Parties agree to attempt initially to solve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Parent and Company and the third shall be appointed by the American Arbitration Association. Any such arbitration shall be held in Atlanta, Georgia. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred under this Agreement or by the applicable statute of limitation. The prevailing party in any such arbitration shall be entitled to recover from the other party, in addition to any other remedies, all reasonable costs, attorneys' fees, and other expenses incurred by such prevailing party. 
16. Termination. Once the Customer has completed the Initial Term, the Customer account shall continue on a month-to-month basis. The Customer may terminate the ongoing
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monthly service by providing thirty (30) days written notice to Angela Manford at info@themediacorp.com. 
17. Effect of Termination. Upon termination of this Agreement, the Service Provider shall revoke the use of the Customer ad campaigns and any other deliverables created by the Service Provider under this Agreement. Notwithstanding the foregoing, Customer shall be allowed to retain possession of any videos created for Customer by Service Provider. 
18. Non-Solicitation. For a two (2)- year period following termination of this Agreement, Customer shall not, directly or indirectly, hire, solicit, divert, or appropriate, or attempt to hire, solicit, divert, or appropriate, for Customer’s benefit or the benefit of any other person or entity, the employment-related services of any employee (whether full-time, part-time, or temporary), independent contractor, or another agent of the Service Provider or its affiliates who worked for the Service Provider at any time throughout the duration of this Agreement. 
19. Miscellaneous.  
a. Notices. All notices, requests, and other communications required or permitted hereunder shall be in writing and shall be deemed delivered when sent by email to the address commonly used by each party for communication with the other party. 
b. Binding. This Agreement or other agreements between the Parties shall not be binding unless and until it has been signed by both the Customer and Service Provider. 
c. Exhibits. The Exhibits to this Agreement are hereby incorporated by reference as if set forth fully herein. Capitalized terms used within the Exhibits and not otherwise defined herein shall have the meanings for such terms as set forth in this Agreement. To the extent, there is a conflict in the terms of this Agreement and the Exhibits, the terms of the Exhibits control as to those conflicting terms only. 
d. No Assignment. This Agreement and any rights or obligations hereunder shall not be assigned by either party, whether by agreement or by operation of law, without the prior written consent of the other party. 
e. Survival. The representations, warranties, indemnification rights, and those sections that would logically survive the termination or cancellation of this Agreement shall survive the execution of this Agreement, the performance of the obligations of the Service Provider or Customer hereunder, and the cancellation or termination of this Agreement. 
f. Governing Law & Venue. This Agreement and the relationship between the Parties will be construed, interpreted, and governed in accordance with the internal laws of the State of Georgia without giving effect to any other laws or rules that would conflict or cause the application of any other laws. In the event that there is any dispute arising from this Agreement or any Exhibit hereto, including all amendments or addendums to the same shall be, to the fullest extent permitted by law, brought in a court, whether State or Federal as the case may be, situated in or presiding over Georgia. Provided however that if for whatever reason a court situated in or presiding over Georgia may not lawfully
hear or adjudicate the dispute, then said the dispute may be brought in any court of competent jurisdiction. 

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g. Waiver. No waiver by any Party of any provision hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a continuing waiver and no failure or delay in exercising any right, remedy, power, or privilege shall preclude any further exercise of said right, remedy, power, or privilege. All rights, remedies, power, or privileges are cumulative and not exclusive of one another and may be exercised concurrently or consecutively all at the sole and absolute discretion of the Party afforded such right. 
h. Merger. This Agreement and all Exhibits hereto represent the final, entire, and integrated agreement between the parties and supersedes all prior or contemporaneous agreements, warranties, or representations whether express or implied or written or unwritten with respect to the subject matter hereof. Indeed, this Agreement hereby supersedes, repeals, and replaces any and all prior agreements, oral or written, between the parties and between Parties or the Parties’ owners or officers with respect to the subject matter hereof, it being understood, covenanted, and agreed by the Parties that all prior agreements, oral or written, including but not limited to the Original Agreement between the Parties are of no further force or effect. All transactions between the Parties shall be governed by this Agreement. 
i. Modification. This Agreement may only be modified if done so in writing and signed by both the Service Provider and Customer. The previous notwithstanding the Procedures and the criteria of inspection may be changed by the Service Provider at any time in the Service Provider’s sole and absolute discretion. 
j. Severability. If one or more of the provisions of this Agreement or any word, phrase, clause, sentence, or other portion thereof are held to be invalid, illegal, or unenforceable for any reason then it shall be severed from this Agreement and shall not affect the balance of the Agreement. Provided however that if an adjudicator of competent jurisdiction finds that it is invalid, illegal, or unenforceable but that by limiting said word, phrase, clause, sentence, or other portion it shall become valid, legal, and enforceable then it shall be deemed so limited and construed to the maximum extent permitted by law. 
k. Headings. Headings herein are for the convenience of the parties only and shall not be used in the interpretation of this Agreement. 
l. Attorneys’ Fees & Costs of Collection. In the event that Service Provider should have to bring a suit or seek equitable relief in connection with this Agreement or due to Customer’s failure to pay amounts due under this Agreement or failure to abide by the terms contained within this Agreement, Customer shall be responsible for Service Provider’s costs of collection and reasonable attorneys’ fees and expenses in connection with any future litigation, equitable proceeding, or arbitration. Should the matter not proceed to suit but the Service Provider incurs cost in attempting to collect amounts due under this Agreement or otherwise enforcing the terms of this Agreement, Customer shall pay all costs and expenses in connection with doing so including but not limited to filing fees and reasonable fees payable to attorneys or to collection agencies.
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m. Counterparts & Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one instrument. A Party’s signature sent by email, completed electronic payment or facsimile shall be deemed an original and binding signature. Moreover, an executed copy of this Agreement shall have the same force and effect for all purposes the same as the original. 
n. Construction. No presumption or rule requiring that the terms of this Agreement must be construed against the party that drafted it or prepared it shall apply to this Agreement, any Exhibit, or any amendment, addendum, or other modification to the same. 
o. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 
p. Business Day. When the term business day is used within this Agreement, said term, whether or not capitalized, shall refer to Monday through Friday from nine o’clock am (9:00 a.m.) to five o’clock p.m. (5:00 p.m.) Eastern time and excludes Saturdays, Sundays, any Federal Holiday, and any day on which the banks located in Georgia are authorized or required to close. 
q. Electronic Delivery. The Parties agree that they may decide to deliver any documents related to this Agreement or any notices required by applicable law or the Parties’ corporate books or records by email or any other electronic means, and the Parties consent to (i) conduct business electronically, (ii) receive documents and notices by electronic delivery, (iii) sign documents electronically, and (iv) to participate through an online or electronic system established and maintained by the Parties or a third party designated by the Parties. 
r. Satisfaction. By clicking below, the parties represent, warrant, and agree that they have read this Agreement, understand its terms, and acknowledge the same shall be binding upon them.