Terms of Service Agreement

BRAND CHIRO, LLC SERVICE AGREEMENT

THIS AGREEMENT is made

BETWEEN

  1. The Client (any company or representative who pays a Brand Chiro Invoice for any service) (the “Buyer”) and

  2. Brand Chiro, LLC of (the “Service Provider”)

Collectively referred to as “Parties”

RECITALS

The Buyer wishes to be provided with the services defined below by the Service Provider and the Service Provider agrees to provide the services to The Buyer on the terms and conditions of this agreement.

  1. Key Terms

1.1 Services

The Service Provider shall provide the following services to the Buyer in accordance with the terms and conditions of this agreement based upon your needs and what Brand Chiro invoices you for.  The Buyer shall not receive any of the services below unless they pay for them through an invoice sent by Brand Chiro in email.  The Buyer shall only receive the specific services labeled on their invoice that match the list of services below on a per item basis.  TERMS AND CONDITIONS SUBJECT TO CHANGE AT ANY TIME.

1. Logo and Branding
We will provide the set of branding collateral shown on our website at the time of sign-up .  For branding packages, the Service Provider shall provide only the specific items requested in the Buyer’s Discovery Guide that they fill out online.  The logo design includes six initial logo concepts based upon the your ideas and feedback.  Once a logo design concept has been chosen, we will provide four rounds of changes to the logo.  The business card will reflect the branding across the website and logo and have the information given on your Discovery Guide.. We will provide two rounds of changes for the business card.  All or any other branded materials such as Thank-You Postcards, Complimentary Assessment Cards, Ticket To Good Health Cards, and Screening banner designs will have two rounds of revisions before additional charges will be made.  If any item other than logo, goes beyond two revision rounds, a $50 per revision fee will be charged per item.  The Buyer accepts that Brand Chiro does not print materials, nor provides any printing services.


2. Website Design and Development
We create responsive websites built with WordPress. The Service Provider will build the website based on our standard web development methods. The website design will reflect the Buyer’s branding in look and tone that The Buyer provides to us in your Discover Guide and emails.  Content Writing support is provided, and each page of content will have two rounds of changes requested in email form by the Buyer. This written text content will be provided to the Buyer before we build the website for approval.  The Buyer shall review this information and request all changes before the website is built.   Each page of the website will have two rounds of design and content changes allowed by the Buyer.   The content provide is boiler-plate content that may be used on other Brand Chiro websites. It is up the Buyer to be aware of duplicate content, and its affects on website design, development and search engine rankings, and for The Buyer to change content at their sole discretion.  Custom written pages by The Service Provider shall incur additional fees based on the page and wording count at a price to be determined upon request from The Buyer. 
Email Address:  The Buyer shall be provided one email address with the G Suite platform, paid by the Buyer.  A list of instructions will be sent to the Buyer when the email address is set up. This setup process will allow the Buyer to enter their own billing information to pay for the G Suite fee on a monthly basis. The Service Provider will not pay for this fee.
Domain and Hosting:  The Service Provider shall provide The Buyer with a domain name based on availability*.  Hosting is provided by InMotion Hosting or Google domains at the Provider’s choosing.  If The Buyer chooses to move away from The Service Provider’s monthly partnership, and cancel service, the Service Provider  will release the Buyer’s domain name and provide the Buyer with the website files to use with another provider for a fee of $400.  The Buyer is responsible for finding a new hosting provider, and a service to implement the WordPress files.  The WordPress website files will be sent in in the form of an email with a download link from The Service Provider to the Buyer.

*Domain Name:  If The Buyer owns a domain name at the time of first invoice payment, the Service Provider will keep it with the Buyer’s current registrar, and connect it to the Service Provider’s hosting service.

The website project fee is listed on the “Websites” page of our Brand Chiro website. The current price at the time of the Buyer’s sign-up date is what The Buyer is agreeing to pay monthly upon signup.
3. Website Updates and Maintenance

The Service Provider shall charge a $70 or $65 per month fee for the website update and maintenance service. This fee is required for all websites from the Service Provider.  The final monthly partnership fee will be shown on the invoice to the Buyer upon the fourth month of payments.
UPDATES: Once per month updates will be provided to the Service Provider by request of the Buyer in email. These changes can be design or content changes that are minor in scope and do not exceed an hour of time. If the update will require more than one hour of work, a fee will be charged. The buyer will be notified before work commences if the scope will require an additional payment. MAINTENANCE:  All website plug-ins, themes and hosting will remain updated for the life of the partnership.  These claims of updates and maintenance do not guarantee visibility on the internet when using search. The Service Provider will make best efforts to increase Search Engine Optimization based on its own specifications but does not guarantee rankings on any search engine or social media platform.


5. Video Packages
The Service Provider shall produce, film, and edit the videos listed in the Buyer’s chosen package. The Service Provider shall email the first invoice to confirm the project with the Buyer. The Buyer agrees to the videos listed on the first invoice as the official list of final deliverable products that they will receive. Any video creation beyond those listed on the Buyer’s invoice will incur an additional fee. By paying the first invoice, the Buyer enters into a monthly contract with monthly payments until the total amount of payments has been completed.  
Two rounds of corrections will be allowed once the first version of each video edit has been provided.  Any travel expenses beyond a 15-mile radius of Atlanta will be incurred.  Any travel requiring flights, rental cars, and hotels will be paid for by The Buyer unless credit is given with written permission in email by Brand Chiro.

You will pay the monthly fee amount for twelve months until your account is fully paid. If the Buyer stops making payments for any reason, the Service Provider will require the Buyer to remove all videos from any and all social media accounts, video hosting platforms, and websites to no longer be used until the account is paid off.

CANCELLATION

1. Logo and Branding

The following is a refund payment schedule for design projects:

Logo Design:

Rounds 1 and 2 Delivery of Logo Options: 75% of project amount

Round 3 Delivery of Logo Options: 25% of project amount

Round 4 Delivery of Logo Options: No Refunds

Collateral Designs (Brand Package: Assessment Cards, Screening Banners, Tickets to Health, Office Banners)

Round 1 Delivery of Collateral Designs beyond logo and business card: 10% of project amount

Round 2 Delivery: No Refunds

2.  Websites

Project Termination:  The Service Provider shall refund 50% of the currently paid project fee after the second round of website corrections if The Buyer is not satisfied and wishes to terminate.  The Buyer shall give full expectations and designs, clearly written and sent via email to The Service Provider after the first round of the website has been delivered.  If The Buyer does not give written directions for the second round of the website, and wishes to terminate after the second round is delivered, no refund shall be given.

Partnership Termination:  When terminating the website partnership, the Service Provider requests 30 Days of written notice in email by the Buyer.  Upon official notice of cancellation by the Buyer, the Service Provider will release your domain name and all website files for use online elsewhere.  PLEASE NOTE:  The Buyer will be responsible for transferring the domain to another provider, implementing website files, and ensuring email operability.  Any and all other subscriptions necessary to maintain and produce the website shall be canceled by the Service Provider.

3.  Videos

Should the Buyer choose to cancel the video project before filming (or production), the Service Provider will refund all payments made.  If any and all travel costs occur before filming, and the project is canceled, The Buyer shall pay for those fees in full within 30 days.   If payments are not made per month, on time by the Buyer, video production by the Service Provider will cease.  If the Buyer does not pay all bills at each monthly interval when invoiced, and the account is not fully paid, the Service Provider will require the Buyer to delete all videos from social media, video hosting platforms, and website accounts, and cease to use the videos in the office or at any events.  The finished videos shall cease to be used if the Buyer’s account is not paid in full each month within 30 days of the monthly bill in email form.

1.2 Service Delivery

  1. Start and Completion Dates: The Buyer will give the Service Provider a reasonable beginning and completion date.

NOTE: Service Provider Completion Date is an estimate. The Completion Date is subject to change based on cooperation and communication from Buyer. Any delay in review for approval by Buyer of material created by Service Provider, delay in the providing of material by Buyer at the request of Service Provider, and/or Significant requested changes by Buyer of created materials from Service Provider or delay in requested review of created materials provided by the Service Provider may result in delay of scheduled completion date and additional charges to be paid by Buyer.

1.4 Payment

  1. The Service Provider shall invoice the Buyer via email communication upon the completion of this contract.

  2. All invoices submitted are due upon receipt.

  3. The method of accepted payment from Buyer to Services Provider is:

    1. A Business Check

    2. Online Credit Card payment through invoice service.

General Terms

2.1 Intellectual Property Rights

The Service Provider agrees to grant the Buyer a non-exclusive, license to use, copy, and modify any elements of the Material specifically created for the Buyer as part of the Services. The written text content for the website created by The Service Provider is NOT allowed to be shared with other non-Brand Chiro clients for their own use.  This material is copyrighted to Brand Chiro, and is not owned by The Buyer.  In respect to the design materials specifically created for the Buyer as part of the Services (Logo design, business card design, postcard designs, screening banner designs ONLY), the Service Provider assigns the full title guarantee to the Buyer and any or all of the copyright, other intellectual property rights, and any other data or material used or subsisting in the Material whether finished or unfinished. The Service Provider reserves the right to use any or all of the material specifically created for The Buyer in Service Provider’s own media for marketing and promotional purposes, for the purposes of sales, as well as but not limited to examples of work created, for the purposes of additional sales solicitations, as the subject of content marketing, and/or for the purposes of general promotion of Service Provider. Any third party material used in the creation and execution of Services shall have all rights, consents, and approvals secured to mitigate legal liability of use of said third party material. If third party material is provided by Buyer, it shall be the responsibility of Buyer to secure all third party rights, consents, and approvals for appropriate use. If third party material is provided by Service Provider, it shall be the responsibility of Service Provider to secure all third party rights, consents, and approvals for appropriate use. Service Provider assumes no legal responsibility for the placement of third party content provided by Buyer for which the permissions for appropriate use have not been acquired.

2.2 Limitation of Liability

  1. Subject to the Buyer’s Obligation to pay the Price to the Service Provider, either party’s liability in contract, tort, or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

  2. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data, or any other indirect or consequential loss or damage whatsoever.

  3. Nothing in this Clause 2.2 will serve to limit or exclude either Party’s liability for death or personal injury from its own negligence.

2.3 Term and Termination

  1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.

  2. Either Party may terminate this Agreement upon notice in writing if:

    1. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or

    2. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.

  3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

  4. TERMINATION OF MONTHLY SERVICES:  The Buyer has the right to terminate their monthly partnership at any time, and shall provide 30 days of written notice via email or written communication.  Upon this termination, the website domain (if registered on Brand Chiro’s hosting account) will be released to the Buyer to use at their disposal.  Upon this release, The Buyer will be responsible for setting up a new account on their preferred domain registrar and all fees necessary for that transition.   The website content files will be sent via an online file-service delivery system to be used on client’s new website hosting account.  Brand Chiro will not aid in any further transition beyond sending the website contents in a package.  The Buyer is responsible for getting their website online again.

2.4 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.5 Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.6 Miscellaneous

  1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

  2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.

  3. This Agreement can be altered for any by Brand Chiro.

  4. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

  5. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 14 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.

  6. This Clause 2.6 and Clauses 2.1, 2.2, 2.4, and 2.5 of this Agreement shall survive any termination or expiration.

  7. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country, the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the nonexclusive of the courts in the Territory.

AMENDMENTS:

  1. Any design decisions including those pertaining to web, graphic, logo, video cannot be changed once The Buyer has given final approval without an additional fee. For any changes past the approval point, The Buyer will be charged an extra fee agreed upon by both parties.

  2. A 72-hour period will be provided for review of all materials submitted to the Buyer for feedback at any phase of the process. This includes, but is not limited to: logo concepts, logo finalization, written content for website and online ads, website domain and email choosing, website design, photography and video versions.  For each 24 hour period following the initial approval period, a fee agreed upon by both parties will be charged to compensate for work work stoppage and added project time.

  3. The Buyer acknowledges that this agreement is limited in terms of detailed design work including graphic design, logo design, website development, and content management. Any items needed beyond the scope of what The Service Provider can provide, will be handled by a third-party. If necessary, The Service Provider will discuss extra fees, and will make sure that all parties are in agreement before continuing with extra services.

By agreeing to this on the brandchiro-2021.flywheelstaging.com checkout process, or paying the invoice from Brand Chiro, you (The Buyer) agree and electronically sign this agreement.