THIS SERVICES AGREEMENT (the Agreement) is made effective by and between Your Business (“You”, “Your”, “Client”) as it was named by a legal representative on a fully executed Statement of Work and Frontier Media LLC. (“Frontier Media”, “FM”, “Us”, “Frontier”, “Frontier Media Labs”, “RIG94”, BLAIR Political Partners”).
THE PARTIES AGREE AS FOLLOWS:
Scope of Services
1.1 Frontier Media will provide Your Business with services as mutually agreed upon and described in detail via the Statement of Work, which was fully executed by both parties. All consulting and agency services to be provided hereunder will be referred to as Services. The parties may use this Agreement for multiple Statements of Work. The terms of this Agreement are subject to change but should any change occur Your Business will be notified and granted the opportunity to discontinue any Statement of Work.
1.2 Statements of Work will be written documents setting forth at a minimum:
a. A complete, sufficiently-detailed description of the types of Services to be rendered;
b. The applicable billing rates for the Services to be rendered (Services Fees); and
c. Any additional terms and conditions to which the parties may agree.
1.3 The parties agree that it may be desirable to make changes to the Statement(s) of Work. Before performing any work associated with any such change, a written Change Order shall set forth the necessary revisions to the Statement(s) of Work, and the parties, shall agree in writing that such work constitutes a change from the original Statement of Work, as amended, and that they further agree to the change provisions set forth in the Change Order. Each Change Order shall be numbered serially and executed by Frontier Media and Your Business.
1.4 Executive Staff of the Your Business and Frontier Media will review the status of the Services, Statement(s) of Work, Change Orders, invoices and estimates as may be required.
Obligations
2.1 For Frontier Media to effectively complete Services, it requires that Your Business provide adequate and timely support, information, and access to needed online accounts and facilities as needed and as both the Your Business and Frontier Media subsequently agree.
SERVICES FEES & EXPENSES
3.1 Your Business shall be responsible for all Service Fees as identified in the applicable Statement(s) of Work (and Change Orders, as applicable) as those Services are provided.
3.2 Frontier Media reserves the right to remit for payment up to twenty percent (20%) of total Statement of Work charges upfront as a deposit prior to any services rendered. Specific details are outlined in the Statement(s) of Work.
3.3 Any 3rd party expenditures, as outlined in the Statement of Work, shall be managed by Frontier Media on behalf of Your Business but shall be the sole responsibility of Your Business. Frontier Media retains the right to invoice Your Business and receive funds for such expenditures up to fifteen (15) days in advance of investing funds with 3rd parties.
3.4 Frontier Media may invoice Your Business for the Services or Fees listed in the Statement(s) of Work once per calendar month (on or about the 20th of each month). Any Fees or Services that are not listed in the Statement(s) of Work must be outlined in writing and agreed to by both parties prior to any responsibility held by Your Business or Frontier Media. Other than the initial (deposit) invoice or unless noted differently within the invoice and agreed to by both parties, Your Business agrees to remit full payment to Frontier Media within fifteen (15) days upon its receipt of any invoice.
TERM AND TERMINATION
4.1 This Agreement shall commence as of the Agreement Date above and shall remain in force through the completion period as agreed to in the Statement(s) of Work (and Change Orders, as applicable). This Agreement is voluntarily entered into and is at-will. That is, either party is free to terminate the Agreement at will, at any time, with or without cause by providing the other party a ninety (90) day notice. Unless agreed to in writing by both parties and subject to the terms outlined in 4.2 and 4.3 any Services scheduled to be provided during the ninety (90) day notice period, including Service fees, will still remain in full force under the terms of this Agreement. Upon Termination, any outstanding Services Fees or other Statement of Work expenditures owed to Frontier Media will be the responsibility Your Business, including the terms as outline in 4.2 and 4.3. Upon termination of this Agreement, Frontier Media must return all documentation, equipment or other materials provided by Your Business during the term of this Agreement. Any online shared storage accounts managed by Frontier Media will remain open for Your Business to review and/or extract content for up to fifteen (15) days. After such time, Frontier Media reserves the right to close such accounts. Should Your Business require access after said timeframe or require an extension Frontier Media may charge Your Business for any fees and expenditures incurred. It is the sole responsibility of Your Business to disconnect any shared web accounts, including but not limited to social media, whereby Frontier Media or Frontier Media employee email addresses are associated.
4.2 In the event of an Agreement termination by Your Business any discounts offered by Frontier Media, and as outlined in the Statement Of Work, shall be void. Your Business will only be responsible for paying the sum of all discounts in all months whereby the Agreement was active and in good standing. For bulk service discounts this will be calculated by dividing the total amount discounted by the number months in the agreement multiplied by the months the agreement is active. For discounts applied by specific services or phases this discount payback will be equal to the amounts listed in the Statement of Work for the time period whereby those services were completed.
4.3 In the event of an Agreement termination by Your Business for Services specific to web development, programming, software development, or website development it is understood that such services are priced into the completion of this Agreement to full Term. Therefore if Your Business terminates this Agreement, unless agreed to by both parties in writing, all such service fees must be paid in full.
SOLICITATION OF EMPLOYEES & CUSTOMERS
5.1 It is understood and agreed to by Frontier Media that during this Agreement and for a period of six (6) months after termination no attempt to solicit Your Business employees shall be made.
5.2 Frontier Media is granted the right to collect information online or offline through the services provided (paid or unpaid) in an effort to improve its own database systems. However, at no time shall Frontier Media specifically solicit online, offline, or any other combination only Your Business customers, leads, or website traffic for the benefit of any other business or government whether or not said business or government is a customer of Frontier Media. Additionally, Frontier Media shall never provide to any other business or goverment, unless mandated by law, a list of individuals or companies as having any association to Your Business whereby Your Business customers could be specifically solicited.
COMPETITION RESTRICTIONS
6.1 Your Business agrees to not restrict, directly or indirectly, Frontier Media from offering Services within any industry. Nothing in this section shall circumvent the confidential protections defined in section 7.
PROPRIETARY RIGHTS & CONFIDENTIAL INFORMATION
7.1 Frontier Media agrees that the works and/or products from the Services provided to Your Business hereunder, shall be owned by Your Business.
7.2 Confidential Information includes all information identified by a disclosing party as proprietary and confidential. Frontier Media will not collect nor store any Your Business customer communications, purchase data, or customer lists. Frontier Media will collect website and app consumption data, IP addresses, location data, user provided details, and other general performance and profiling data all of which is never to be consider confidential or restricted unless governed by law. Confidential Information shall remain the sole property of the disclosing party unless the ownership of such Confidential Information is otherwise expressly set forth in the Agreement or Agreement addendums. Items will not be considered Confidential Information when: (a) information is available to public other than by a breach of Agreement by the recipient; (b) rightfully received from a third party, including advertising platforms, data companies and ad performance analytics and not in breach of any obligation of confidentiality; (c) independently developed by one party without access to the Confidential Information of the other party. Frontier Media is granted the clear, irrevocable and unrestricted right to collect, through multiple sources, individual and company information that is gathered while Frontier Media is providing any form of service, paid or unpaid, to Your Business. Frontier Media has the express consent of Your Business now and indefinitely to utilize data granted to Frontier Media to enrich the database systems owned by Frontier Media. The information collected in this manner will benefit companies that work with Frontier Media as such value created from other Frontier Media customers reciprocates to Your Business. The information collected and utilized shall not violate or supersede the terms as outlined in section 5.2.
7.3 Each party agrees that it shall not use or disclose to any third party Confidential Information as explicitly outlined herein section 7.1 without the express written consent of the other party. Each party agrees to safeguard such Confidential Information against use or disclosure other than as authorized by or pursuant to this Agreement through measures, and exercising a degree of care, which are at least as protective as those, Frontier Media or the Your Business exercises in safeguarding the confidentiality of its own proprietary information, but no less than a reasonable degree of care under the circumstances. Each party shall permit access to the Confidential Information of the other party only to those individuals (a) who have entered into a written nondisclosure agreement with the other party on terms equally as restrictive as those set forth herein, and (b) who require access in performance of their duties to the other party in connection with the other party’s rights under this Agreement.
7.4 Each party acknowledges that the wrongful use or disclosure of Confidential Information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations under this Agreement Section 7, the non-breaching party may immediately terminate this Agreement without liability to the other party.
Warranties
8.1 Frontier Media warrants that the Services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices. Your Business agrees that Frontier Media’s sole and exclusive obligation, with respect to the Services covered by this limited warranty shall be, at Frontier Media’s sole discretion, to correct the nonconformity or to refund the Services Fees paid for the affected consulting services.
General Provisions
9.1 The relationship of Your Business and Frontier Media is that of independent contractors. Personnel of both parties are neither agents nor employees of the other party for federal tax purposes or any other purpose whatsoever, and are not entitled to any employee benefits of the other party.
9.2 No performance measurement of any obligation by either party, accepting all obligations to make payments or the responsible execution and management of items listed in the Statement(s) of Work hereunder, shall constitute a breach of this Agreement to the extent caused by force majeure.
9.3 Any assignment in violation of these terms is void.
9.4 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be conclusively resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorney fees, unless the arbitration award specifically provides otherwise.
9.5 All communications between the parties with respect to any of the provisions of this Agreement shall be in writing, and shall be sent by personal delivery or by email, airmail, facsimile transmission or other commercial means of rapid deliver, postage or costs of transmission and deliver prepaid, to Your Business or to Frontier Media as set forth in the preamble of this Agreement, until such time as either party provided the other not less than ten (10) business days prior written notice of a change of address in accordance with these provisions.
9.6 The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of Missouri; provided, however, that if any provision of the Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement shall otherwise remain in full force. After arbitration, any suit to enforce any provision of this Agreement, or any right, remedy or other matter arising from the arbitration, will be brought exclusively in the state or federal courts located in Missouri. Frontier Media and Your Business agree and consent to the venue in and to the in person jurisdiction of the aforementioned courts.
9.7 Any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representatives of both parties. The failure of any party to enforce any right it is granted herein, or to require the performance by the other party hereto of any provision of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of this Agreement. All provisions of this Agreement which by their own terms take effect upon the termination of this Agreement or by their nature survive termination (including without limitation the provisions of Sections 3, 5, 6, 7, 8) shall survive such termination.
9.8 This Agreement, all attached schedules and all other agreements referred to herein or to be delivered by the parties pursuant hereto, represents the entire understanding and the agreement between the parties with respect to the subject matter hereof, and merges all prior discussions between them and supersedes and replaces any and every other agreement or understanding which may have existed between the parties to the extent that any such agreement or understanding relates to providing Services to Your Business. To the extent, if any, that other correspondence or requests by Your Business for Services are deemed inconsistent with this Agreement, this Agreement shall control.