1. Services
1.1. The Company(Logan Works) will provide digital marketing services as agreed upon in the signed Statement of Work (SOW) or any other written agreement between the parties. The SOW shall outline the scope, objectives, timelines, and pricing for the services.
1.2. The Company may use subcontractors or third-party service providers to perform some or all of the services, but it shall remain responsible for the quality and delivery of the services.
2. Payment Terms
2.1. Client agrees to pay the Company according to the payment schedule outlined in the SOW or as otherwise agreed upon in writing.
2.2. Invoices are due within [3] days of receipt. Late payments may result in the suspension or termination of services.
2.3. All fees are non-refundable unless otherwise specified in the SOW.
3. Confidentiality
3.1. Both parties agree to keep all non-public information and materials provided by the other party confidential, both during and after the term of this Agreement.
4. Intellectual Property
4.1. Client acknowledges that any intellectual property rights created as a result of the services provided by the Company shall be owned by the Client, subject to payment of all fees due.
4.2. The Company retains the right to use any non-confidential materials and knowledge gained during the provision of services for its own marketing and business development purposes.
5. Termination
5.1. Either party may terminate this Agreement upon written notice if the other party breaches a material term of this Agreement and fails to remedy the breach within 30 days of receiving written notice.
5.2. Upon termination, the Client shall pay for all outstanding fees and expenses incurred up to the termination date.
6. Limitation of Liability
6.1. The Company’s liability for any damages arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the Client under this Agreement.
6.2. In no event shall the Company be liable for any consequential, incidental, indirect, special, or punitive damages.
7. Governing Law and Dispute Resolution
7.1. This Agreement shall be governed by and construed in accordance with the laws of State of Maryland.
7.2. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the State of Maryland and conducted in Rockville, with each party bearing its own legal costs.
8. Miscellaneous
8.1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
8.2. Amendments to this Agreement must be in writing and signed by both parties.
8.3. Neither party may assign this Agreement without the written consent of the other party.
8.4. Any notices under this Agreement shall be sent to the addresses provided in the SOW or at such other addresses as the parties may specify in writing.
By making the first payment,the Client acknowledges that they have read, understood, and agreed to be bound by the terms outlined herein.
