This document is to be referenced and attached to every specific Statement of Work (SOW) or Service Proposal you issue to a client.
1.1. Governing Document: These Standard Terms & Conditions (“Terms”) govern all services provided by Express Media (“We,” “Us,” or “Our”) to the client named in the corresponding Statement of Work (SOW) or Service Proposal (“Client”). These Terms, along with the SOW, constitute the entire agreement (“Agreement”).
1.2. Services: We agree to provide the Fast, Professional, and Affordable digital marketing and social media management services specifically detailed in the attached SOW. Any services requested outside the scope of the SOW must be agreed upon in a written Change Order signed by both parties.
1.3. No Guarantee of Results: Client acknowledges that results in digital marketing and social media are subject to third-party algorithm changes, market dynamics, and competitive factors beyond our control. We will apply our expertise to maximize performance, but we do not guarantee specific reach, follower counts, sales conversions, or financial outcomes.
2.1. Access and Assets: Client must provide us with prompt access to all necessary social media accounts, advertising platforms, analytics data, brand guidelines, and supporting media assets. Failure to provide timely access or information may result in delays, and Express Media will not be responsible for underperformance due to such delays.
2.2. Content Legality: Client warrants that all content, imagery, trademarks, and intellectual property provided to us (“Client Content”) is legally owned or licensed by the Client and does not infringe upon any third party’s rights. Client shall indemnify, defend, and hold harmless Express Media against any claim, suit, or legal action arising from the Client Content.
3.1. Fees and Invoicing: Client agrees to pay the fees specified in the SOW. Invoices are due Net [e.g., 5 or 15] days from the invoice date.
3.2. Late Payments: Payments not received by the due date may be subject to a late fee of [e.g., 1.5%] per month or the maximum permitted by law, whichever is less. We reserve the right to immediately suspend all Services without penalty if payment is more than 30 days overdue.
3.3. Termination: Either party may terminate the Agreement with thirty (30) days written notice. If the Client terminates the Agreement before the end of a contracted term, the Client is responsible for paying all fees incurred up to the termination date, plus any early termination fees specified in the SOW.
3.4. Ad Spend: All advertising budget funds (Ad Spend) are managed on behalf of the Client and are in addition to our management fees. We are not responsible for Ad Spend issues, bans, or account suspensions issued by third-party platforms (e.g., Meta, Google).
4.1. Client Content Ownership: Upon final and full payment, the Client owns the final versions of all unique content (e.g., graphics, videos, specific captions) created by Express Media specifically for the Client under the SOW.
4.2. Express Media IP: Notwithstanding Section 4.1, Express Media retains ownership of all underlying tools, templates, methodologies, analytics dashboards, and non-client-specific reusable code used to produce the Services.
4.3. Confidentiality: Both parties agree to protect the other party’s non-public business information (strategies, client lists, financial data) and will not disclose it to any third party without prior written consent, except as required by law.
5.1. Limitation of Liability: Express Media’s liability to the Client shall be limited to the total management fees paid by the Client to Express Media in the ninety (90) days preceding the date the claim arose. We shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits or loss of data.
5.2. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, power outages, or governmental actions.
This Agreement shall be governed by the laws of the State of Delaware, and any disputes arising under or in connection with this Agreement shall be brought exclusively in the state and federal courts located in Wilmington, Delaware.
