Terms and Conditions

Agreement & Definitions

The purpose of this agreement is to establish a continuing and mutually beneficial, cooperative Client / Agency relationship. This agreement is governed by the laws of the state of Florida. Hereinafter, “Client” is defined as the company and person executing this agreement, and “Agency” is defined as Behr Advertising, Inc. d/b/a Green Dot Advertising.

Ownership & Custody

All creative concepts, ideas and designs, prepared for and purchased by the Client shall be the property of the Client on receipt of payment. This includes the final approved version of any digital files for contracted work – i.e. the brochure, video or website. However, this does not include any working files or digital assets generated by the Agency that are not part of the final deliverable or required for the final deliverable to function. In the simplest terms, output files belong to Client and working files belong to the Agency. Copyright of all material produced for the Client is vested in the client, except where previous copyright may exist in purchased material. We, the Agency shall retain, in our care digital files of advertising creative produced on behalf of the Client for a period of three (3) years. Any physical materials such as film, mechanicals or printer’s proofs will not be stored or recovered unless specifically requested by the Client and agreed to by the Agency in writing.

Confidentiality

It shall be our duty as the Client’s agency not to discuss any confidential information entrusted to us by the Client without authorization. All studies and research done on behalf of the Client and paid for by the Client shall remain confidential to the Client.

Contract Term & Cancellation

This agreement is for described work only and is based upon acceptance by the Client within 30 days. The minimum term is three (3) months from the date of campaign launch, not the signing date. As a result, the duration of time dedicated to project work in preparation to launch marketing campaigns, such as design and development of creative assets prior to campaign activation, is not counted towards the minimum term. Early cancellation obligates the Client to pay 100% of the remaining unbilled services for the remainder of the current term, plus any outstanding balance due the Agency. This agreement renews automatically for a one (1) year term if not cancelled in writing at least thirty (30) days prior to the end of the initial three (3) month term and renews annually thereafter until cancelled in writing by the client with at least ninety (90) days written notice.

Obligation to Media & Suppliers

The Client authorizes the Agency to purchase and place advertising, and authorize media and production commitments for the Client, and to obligate the Client contractually or otherwise for the payment of such advertising, media and production projects. The Agency will service and bill the Client each month where payment is due the Agency. Once payment has been made to the Agency, the Agency assumes full financial responsibility for remitting payment to the media or vendors in a timely manner. If however, the Client fails to remit payment to the Agency, then financial responsibility for payment lies with the Client and not with the Agency.

Legal Liability & Indemnification

The Agency shall not be liable for delay, omission or error, in any advertisement or marketing communications in the absence of wilful fault or neglect. The Agency agrees to exercise its best judgement in the preparation and placing of all advertising and marketing materials for the Client with a view to avoiding any claims, proceedings or suits being made against the Client or the Agency. It is agreed however that the Client will indemnify the Agency against any loss we may incur as the result of any claim, suit or proceedings made or brought against the Agency based upon any advertising or marketing campaigns which the Agency prepared or managed for the Client based on information provided by the Client or published by the Client in the past. Likewise, the Agency will indemnify the Client against any loss the Client may sustain as a result of any claim, suit or proceeding made or brought against the Client caused by the Agency’s negligence.