TERMS AND CONDITIONS
Introduction
This agreement governs the terms of any and all services provided by Mindshare Consulting Inc. (“Mindshare”) including but not limited to:
- AI Automation
- Brand Strategy & Design
- Website Design, Development & Hosting
- Digital Marketing (SEO, PPC, Social Media, Email)
- Analytics & Business Intelligenceå
- Mobile App Design & Development
- Custom Software Design & Development
- IT Consulting & Advisory Services
Provision of Services
Mindshare agrees to provide services to Client with reasonable skill and care and according to the scopes of work, statements of work, project proposals, retainer agreements, or other service agreements accepted by both parties. Mindshare will assign qualified personnel to perform the services. Services may be provided on eitåher a time & materials basis or a fixed fee basis as outlined in project scope documentation. Specific service deliverables, timelines, performance metrics, and other details will be outlined in project documentation before work begins.
Client Responsibilities
Client agrees to provide timely information, access to systems/accounts, resources and feedback reasonably required for Mindshare to provide services as agreed upon. This cooperation includes but is not limited to:
- Administrative access to websites, hosting accounts, advertising accounts, social media accounts, analytics, APIs, and other systems required to provide services.
- Logins/credentials to any systems or data sources that Mindshare needs access to.
- Hosting and IT/dev ops assistance needed to implement solutions.
- Brand assets including logos, fonts, images, style guides, and other marketing materials.
- Timely product/service information, pricing details, and anything else required for project completion.
Mindshare is not liable for any issues arising due to inaccurate, incomplete, delayed, or lack of information, access, or cooperation provided by Client. Client will reimburse Mindshare for any additional time or costs incurred as a result.
Payment Terms
Mindshare will invoice Client on a monthly basis or upon completion of project milestones according to the payment schedule outlined in the project proposal or agreement. Payment is due within 7 days of invoice date unless otherwise noted. Mindshare reserves the right to pause work or terminate services if invoices are not paid in a timely manner.
Confidentiality
Both parties agree not to disclose each other’s proprietary or confidential business/technical information to any third party without written consent. Mindshare will uphold best practices related to data privacy and security.
Ownership and IP
Mindshare agrees to transfer rights and ownership of any custom deliverables created exclusively for Client upon final payment, as outlined in project documentation. Mindshare retains all IP rights to any background intellectual property, code, systems, software, processes, methodologies, designs or other prior IP used to create said deliverables.
Warranties
Mindshare makes no guarantee of any particular business outcome resulting from our services. Services and deliverables are provided on an as-is basis. Mindshare expressly disclaims any other warranties express or implied including of merchantability or fitness for a particular purpose. Mindshare’s maximum liability under any circumstance is limited solely to the amount Client has paid under this agreement.
Exclusion of Liability
In no event will Mindshare be liable for any special, indirect, punitive, incidental or consequential damages whatsoever, including loss of profits, data, revenue, business opportunity or anticipated savings, arising from the services provided to Client.
Indemnification
Client agrees to fully indemnify and hold harmless Mindshare from any third party claims, liabilities, losses, damages or expenses arising from: (a) Client’s failure to obtain required legal rights, licenses or consents related to materials, data or content provided to Mindshare, (b) False claims related to ownership of intellectual property, violation of privacy/confidentiality or any other rights, (c) Client’s misuse, modifications or alterations of Mindshare’s deliverables or work product, (d) Any deficiencies, defects or errors related to Client’s products, services or business operations.
Termination
Either party may terminate this agreement with 30 days written notice. Mindshare may terminate immediately if Client fails to make payment or breaches its confidentiality, indemnification or intellectual property obligations.
Governing Law
This agreement is governed under the laws of the state where Mindshare Consulting Inc. is legally located. Any disputes shall be resolved by binding arbitration in the same state.
Entire Agreement
This agreement represents the entire understanding between Mindshare Consulting Inc. and Client and supersedes all prior agreements and understandings related to these services. Any amendments or changes must be in writing signed by both parties.
Severability
If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain unaffected and fully enforceable.
Non Soliciting
Client shall not solicit for employment or hire any employee or contractor of the Mindshare, for a period of 24 months after termination of this agreement. General solicitations or job postings are not considered solicitation.
Severability
If any provision of this agreement is determined to be invalid or unenforceable, the remaining provisions shall still remain in effect and be construed as closely as possible to the original intent.
No Third Party Beneficiaries
There shall be no third party beneficiaries under this agreement. The agreements and representations herein are solely for the benefit of the parties to this agreement.
Limitation of Liability and Warranty Disclaimer
In no event shall Mindshare be liable for any special, indirect, punitive, incidental or consequential damages arising from services provided to Client. Mindshare disclaims any and all warranties express or implied concerning its services under this agreement.
Indemnification Obligations
Client shall defend, indemnify and hold Mindshare harmless from any claims, losses, damages or costs arising from: (a) Client’s failure to obtain required legal rights, licenses or consents related to materials provided to Mindshare, (b) False claims related to ownership of intellectual property, violation of privacy/confidentiality or any other rights, (c) Client’s misuse, modifications or alterations of Mindshare’s deliverables or work product.
Modification
Mindshare reserves the right to modify the terms, pricing or scope of services provided with 30 days advance written notice to Client. Pricing for ongoing services may be adjusted annually.
Recurring Payments and Term
Services provided on an ongoing basis will automatically renew each term unless cancelled in writing. Client shall provide a minimum 30 days cancellation notice. Terms are typically 12 months unless stated otherwise.
Acceptance of Terms
By receiving and paying for services from Mindshare, Client is deemed to have accepted the terms, conditions and policies contained herein.
No Refunds
Mindshare does not provide refunds for services or deliverables provided under this agreement.
