Client Agreement

2.1 Service Delivery Standards

• Professional Standards: Provider will deliver all services with the level of skill, care, and diligence expected of a professional digital agency operating in Illinois and in accordance with industry best practices.
• Timeline Compliance: Provider will use commercially reasonable efforts to meet agreed-upon timelines, subject to Client's timely provision of materials, approvals, and information. Delays caused by Client's failure to provide required materials or approvals will extend delivery timelines accordingly.
• Communication: Provider will maintain regular communication with Client regarding project status, issues, and deliverables through agreed-upon channels (email, project management tools, or phone).
• Documentation: Provider will provide appropriate documentation for all deliverables as specified in the service plan, including technical documentation, user guides, and change logs where applicable.
• Quality Assurance: Provider will perform reasonable quality assurance testing before delivering work products to Client.

2.2 Technical Support

• Provider will provide technical support during the hours and channels specified in the applicable service agreement based on Client's service plan.
• Support includes troubleshooting, updates, security monitoring, and minor content edits within included hours.
• Support requests outside of included hours or scope may incur additional charges as specified in Section 4.
• Provider will respond to support requests within reasonable timeframes based on severity and service plan level.
• Provider reserves the right to prioritize support requests based on severity, service plan level, and impact on Service availability.

2.3 Service Level Agreements

• Provider will maintain Service availability as specified in the applicable service agreement.
• Provider will provide service credits or remedies as specified in the service agreement for failure to meet service level commitments.
• Service level commitments apply only to Services hosted or managed directly by Provider and exclude third-party services, Client-caused issues, scheduled maintenance, and force majeure events.

2.4 Change Orders

• Material changes to project scope, deliverables, or timelines require a written change order signed by both parties.
• Change orders will specify the additional fees, timeline adjustments, and any other modifications to this Agreement.
• Work may not commence on change orders until approved in writing by both parties.
• Minor changes that do not materially affect scope, fees, or timelines may be approved via email.

2.5 Acceptance of Deliverables

• Client will have 5 business days from delivery to review and accept or reject deliverables.
• If Client does not respond within 5 business days, deliverables will be deemed accepted.
• Rejection must be in writing and specify the reasons for rejection.
• Provider will have a reasonable opportunity to cure any defects before Client may terminate for cause.

3.1 Client Responsibilities

• Timely Approvals: Provide timely feedback and approvals on deliverables, typically within 3-5 business days unless otherwise agreed. Delays in approvals will extend project timelines accordingly.
• Content and Materials: Provide all necessary content, materials, images, logos, and information required for service delivery in formats requested by Provider. Client is responsible for ensuring all content is accurate, complete, and legally compliant.
• Access: Grant Provider necessary access to systems, accounts, and platforms required to perform Services, including but not limited to hosting accounts, domain registrars, third-party service accounts, and content management systems.
• Compliance: Ensure all content and materials provided comply with applicable laws, including but not limited to copyright, trademark, privacy, and data protection laws in Illinois, the United States, and Client's jurisdiction.
• Testing: Test and review all deliverables before going live and promptly report any issues or requested changes. Client is responsible for final approval before launch.
• Licenses: Maintain valid licenses for all third-party software, plugins, or services used in connection with the Services. Client is responsible for all third-party license fees.
• Backup: Client is responsible for maintaining backups of Client's data and content. Provider's backup services, if included, are supplementary and do not relieve Client of this responsibility.
• Security: Client is responsible for maintaining the security of Client's accounts, passwords, and access credentials. Client must promptly notify Provider of any security breaches or unauthorized access.

3.2 Prohibited Uses

• Reverse Engineering: Client shall NOT reverse engineer, modify, decompile, disassemble, or attempt to extract Provider's proprietary systems, tools, methodologies, or source code.
• Illegal Content: Client shall NOT host, publish, or distribute illegal content, including but not limited to content that violates intellectual property rights, defames others, violates privacy rights, constitutes harassment, or violates applicable laws in Illinois, the United States, or Client's jurisdiction.
• Spam and Malware: Client shall NOT use Services for spam, phishing, malware distribution, or any malicious activities. Client shall NOT send unsolicited commercial emails or engage in any activity that violates anti-spam laws.
• Service Interference: Client shall NOT interfere with Service performance, attempt to gain unauthorized access, exceed included scope without written approval, or use Services in a manner that degrades performance for other clients.
• Resale: Client shall NOT resell, sublicense, or transfer Services to third parties without Provider's written consent.
• Export Compliance: Client shall NOT use Services in violation of U.S. export control laws or regulations, including but not limited to the Export Administration Regulations and International Traffic in Arms Regulations.
• Anti-Corruption: Client represents and warrants that Client will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions.

3.3 Data and Content Ownership

• Client represents and warrants that Client owns or has the right to use all content, data, and materials provided to Provider.
• Client is solely responsible for obtaining all necessary rights, licenses, and permissions for content used in connection with Services.
• Client will indemnify Provider against any claims arising from Client's content or materials.

4.1 Payment Terms

• Invoicing: Provider will invoice Client for all fees in advance for recurring services (monthly or annual) and upon completion or as specified in the service agreement for one-time services.
• Payment Due Date: Invoices are due Net 7 days from invoice date unless otherwise specified in the service agreement. Client may elect annual or monthly billing as specified in the service agreement.
• Currency: All fees are in USD and exclude applicable sales tax, which will be added to invoices where required by law. Illinois sales tax will be applied where applicable.
• Payment Authorization: Client authorizes Provider to charge the payment method on file for recurring fees and agreed overages per Section 4.3. Client must maintain a valid payment method on file.
• Payment Methods: Provider accepts payment via credit card, ACH transfer, wire transfer, or check as specified in the service agreement. Some payment methods may incur additional processing fees.
• Refunds: Fees for completed services are non-refundable. Fees for prepaid services may be refunded on a prorated basis if Client terminates for cause per Section 5.2, subject to Provider's discretion.

4.2 Late Payment and Remedies

• Interest: Unpaid invoices will accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by Illinois law, whichever is less, from the due date until paid in full.
• Service Suspension: Provider may suspend Services after 7 days of nonpayment, with 48 hours' written notice to Client. Suspended services may incur reactivation fees.
• Termination: Provider may terminate this Agreement after 30 days of nonpayment, subject to Section 5.3.
• Collection Costs: Client agrees to pay all reasonable collection costs, including attorney fees, court costs, and collection agency fees, incurred by Provider in collecting overdue amounts.
• Set-Off: Provider may set off any amounts owed by Client against any amounts Provider owes to Client.

4.3 Overage Fees and Additional Services

• Standard Overage: Work beyond included hours or scope is billed at $175/hour in 30-minute increments, unless otherwise specified in the service agreement.
• Emergency Work: Emergency work outside business hours (as defined in the service agreement) is billed at $250/hour with a 1-hour minimum.
• Pre-Approval Required: Client must approve overage charges in writing (email acceptable) before work begins, unless the work is required to maintain Service availability or security.
• Scope Changes: Material changes to project scope require a written change order per Section 2.4 and may result in additional fees and timeline adjustments.
• Third-Party Costs: Client is responsible for all third-party costs, including but not limited to software licenses, hosting fees, domain registrations, and third-party service subscriptions, unless otherwise specified in the service agreement.

4.4 Fee Adjustments

• Provider may adjust fees upon renewal with 60 days' written notice to Client.
• Provider may adjust fees for new services or features with 30 days' written notice.
• Fee adjustments will not apply to the current term unless otherwise agreed.

5.1 Initial Term and Renewal

• Initial Term: This Agreement continues for the Initial Service Term specified in the service agreement (typically one year) from the Effective Date.
• Automatic Renewal: Unless terminated in accordance with this Section, the Agreement automatically renews for successive periods equal to the Initial Term.
• Renewal Notice: Either party may prevent automatic renewal by providing written notice of non-renewal at least 30 days before the end of the current term.
• Fee Adjustments: Provider may adjust fees upon renewal with 60 days' written notice to Client as specified in Section 4.4.

5.2 Termination by Client

• Termination for Convenience: Client may terminate this Agreement with 30 days' written notice for any reason after the Initial Term.
• Termination for Cause: Client may terminate immediately if Provider materially breaches this Agreement and fails to cure such breach within 15 days of written notice specifying the breach.
• Early Termination Fee: If Client terminates during the Initial Term without cause, an early termination fee applies equal to the lesser of (a) two months' fees or (b) remaining fees in the current term.
• Termination for Provider Insolvency: Client may terminate immediately if Provider becomes insolvent, files for bankruptcy, or ceases to conduct business.

5.3 Termination by Provider

• Termination for Non-Payment: Provider may terminate immediately if Client fails to pay fees when due and such failure continues for 30 days after written notice.
• Termination for Breach: Provider may terminate if Client materially breaches this Agreement (other than non-payment) and fails to cure within 15 days of written notice.
• Termination for Convenience: Provider may terminate for convenience with 60 days' written notice, subject to Section 5.4.
• Termination for Illegal Activity: Provider may terminate immediately if Client uses Services for illegal activities or in violation of this Agreement.

5.4 Effect of Termination

• Accrued Obligations: Termination does not relieve either party of obligations accrued prior to termination, including payment obligations.
• Return of Materials: Upon termination, Provider will return Client materials and data in Provider's possession within 30 days, subject to payment of all outstanding fees.
• Data Export: Provider will provide Client with a copy of Client's data in standard formats within 30 days of termination, subject to payment of all outstanding fees. Provider may charge reasonable fees for data export services.
• Data Retention: Provider may retain Client data for up to 90 days after termination for backup and recovery purposes, after which Provider may delete such data.
• Survival: Sections 3.3 (Data and Content Ownership), 4 (Payment Terms), 6 (Confidentiality), 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Data Protection), 10 (Force Majeure), and 11 (General Provisions) survive termination.

6.1 Confidential Information

• Definition: Confidential Information includes all non-public, proprietary, or confidential information disclosed by one party to the other, including business plans, customer lists, financial information, technical data, trade secrets, pricing information, and any information marked as confidential.
• Obligations: Each party agrees to (a) hold the other's Confidential Information in strict confidence, (b) use Confidential Information solely for purposes of this Agreement, (c) not disclose Confidential Information to third parties without written consent, and (d) take reasonable precautions to protect Confidential Information.
• Exceptions: Confidential Information does not include information that (a) is publicly available or becomes publicly available through no breach of this Agreement, (b) was independently developed without use of Confidential Information, (c) was rightfully received from a third party without confidentiality obligations, or (d) must be disclosed by law or court order (provided the disclosing party gives reasonable notice to the other party).

6.2 Ownership and Intellectual Property

• Client Content: Client retains ownership of all content, data, and materials provided by Client or created specifically for Client's use under this Agreement.
• Provider Tools: Provider retains ownership of its management systems, tools, methodologies, templates, frameworks, code libraries, and pre-existing intellectual property, including any improvements or modifications made during the term of this Agreement.
• Work Product: Custom work product created specifically for Client under this Agreement is owned by Client upon full payment, subject to Provider's right to use general methodologies, techniques, and non-proprietary components.
• Third-Party Rights: Each party represents that it has the right to grant the licenses and permissions set forth in this Agreement. Client grants Provider a license to use Client's content and materials solely for purposes of providing Services.
• Open Source: Provider may use open-source software in connection with Services. Open-source licenses will govern use of such software, and Client will comply with applicable open-source license terms.

6.3 License Grants

• Provider License: Provider grants Client a non-exclusive, non-transferable license to use the Services and work product during the term of this Agreement, subject to the terms and conditions herein.
• Client License: Client grants Provider a non-exclusive, worldwide license to use Client's content, trademarks, and materials solely for purposes of providing Services and marketing Provider's services (with Client's prior written consent for marketing use).

7.1 Provider Warranties

• Professional Services: Provider warrants that Services will be performed in a professional manner consistent with industry standards and in accordance with this Agreement.
• Compliance: Provider warrants that Services will comply with applicable laws and regulations, including Illinois and U.S. federal laws applicable to Provider's operations.
• No Infringement: Provider warrants that Services, as delivered, do not infringe third-party intellectual property rights, subject to Client's use of third-party content and materials.
• Authority: Provider warrants that Provider has the authority to enter into this Agreement and perform the Services.

7.2 Client Warranties

• Authority: Client warrants that Client has the authority to enter into this Agreement and that Client's signatory has the power to bind Client.
• Content Rights: Client warrants that Client owns or has the right to use all content, data, and materials provided to Provider and that such content does not infringe third-party rights.
• Compliance: Client warrants that Client will use Services in compliance with all applicable laws and regulations, including but not limited to privacy, data protection, and anti-spam laws.

7.3 Disclaimers

• No Guaranteed Results: Provider makes NO warranties regarding specific business outcomes, traffic increases, conversion rates, search engine rankings, or other results dependent on Client decisions, market conditions, third-party factors, or factors outside Provider's control.
• Third-Party Services: Provider makes NO warranties regarding third-party services, platforms, or software used in connection with Services, including but not limited to hosting providers, content management systems, and third-party APIs.
• AS-IS Services: Except as expressly set forth herein, Services are provided "AS-IS" without warranty of any kind, express or implied.
• No Implied Warranties: Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
• Internet Services: Provider does not warrant that Services will be uninterrupted, error-free, or completely secure, as Services may be subject to limitations, delays, and other problems inherent in internet-based services.

8.1 Limitation of Liability

• Maximum Liability: Provider's total liability for all claims arising from or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Provider in the one month immediately preceding the claim.
• No Consequential Damages: In no event shall Provider be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, business interruption, loss of goodwill, loss of business opportunities, or costs of procurement of substitute services.
• Exceptions: The limitations in this section do not apply to (a) breaches of confidentiality obligations under Section 6, (b) indemnification obligations under Section 8.2, (c) willful misconduct or gross negligence, or (d) violations of applicable data protection laws.
• Time Limitation: No action arising from or related to this Agreement may be brought more than one year after the cause of action accrues.

8.2 Indemnification

• Client Indemnification: Client agrees to indemnify, defend, and hold Provider harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from (a) Client's use of Services in violation of this Agreement, (b) Client's content or materials, (c) Client's breach of this Agreement, (d) Client's violation of any law or third-party rights, or (e) disputes between Client and Client's customers or end users.
• Provider Indemnification: Provider agrees to indemnify Client from claims that Services, as delivered by Provider, infringe third-party intellectual property rights, subject to the limitations in Section 8.1. Provider's indemnification obligations do not extend to claims arising from (a) Client's modification of Services, (b) Client's use of Services in combination with products or services not provided by Provider, (c) Client's content or materials, or (d) Client's use of Services in violation of this Agreement.
• Indemnification Process: The indemnified party will promptly notify the indemnifying party of any claim and cooperate in the defense. The indemnifying party will have sole control of the defense and settlement, provided that the indemnifying party may not settle any claim that admits liability or imposes obligations on the indemnified party without the indemnified party's consent.

9.1 Data Protection

• Compliance: Provider will comply with applicable data protection laws, including but not limited to the Illinois Personal Information Protection Act and other applicable U.S. federal and state laws.
• Security Measures: Provider will implement reasonable technical and organizational measures to protect Client data against unauthorized access, disclosure, alteration, or destruction.
• Data Processing: Provider will process Client data solely for purposes of providing Services and in accordance with this Agreement and Client's instructions.
• Breach Notification: Provider will notify Client promptly of any data breach affecting Client data, in accordance with applicable law.

9.2 Client Data Responsibilities

• Data Accuracy: Client is responsible for the accuracy, completeness, and legality of Client data.
• Data Backup: Client is responsible for maintaining backups of Client data. Provider's backup services, if included, are supplementary.
• Privacy Compliance: Client is responsible for ensuring that Client's collection, use, and disclosure of personal data complies with applicable privacy laws, including obtaining necessary consents and providing required notices.

9.3 Data Retention

• Provider will retain Client data during the term of this Agreement and for 90 days after termination, unless otherwise required by law or agreed in writing.
• After the retention period, Provider may delete Client data, subject to Provider's backup and disaster recovery procedures.
• Client is responsible for exporting Client data before termination.

11.1 Governing Law and Dispute Resolution

• Governing Law: This Agreement is governed by the laws of the State of Illinois, without regard to conflict of law principles. The parties agree that Illinois law will apply to all disputes arising from or related to this Agreement.
• Jurisdiction: The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lake County, Illinois, for any disputes not subject to arbitration.
• Arbitration: Any dispute arising from or related to this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) in Lake County, Illinois. The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules. The arbitrator's decision will be final and binding.
• Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm or to enforce intellectual property rights. The parties may also seek relief in small claims court for disputes within the court's jurisdiction.

11.2 Notices

• Method: All notices required under this Agreement must be in writing and delivered via email to the addresses specified in the service agreement or as updated by written notice, or via certified mail to Provider's principal place of business in Illinois.
• Effective Date: Notices are effective upon delivery, or if sent by email, upon receipt confirmation (or if sent by certified mail, upon delivery or attempted delivery).
• Change of Address: Either party may change its notice address by providing written notice to the other party.

11.3 Modifications and Waivers

• Written Modifications: This Agreement may only be modified by written agreement signed by both parties. No oral modifications are effective.
• No Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by the waiving party.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full effect. The invalid or unenforceable provision will be replaced with a valid provision that most closely reflects the parties' intent.

11.4 Assignment and Subcontracting

• Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Subcontracting: Provider may subcontract Services to third parties, provided that Provider remains responsible for the performance of subcontractors and compliance with this Agreement.

11.5 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Neither party has the authority to bind the other party or incur obligations on the other party's behalf.

11.6 Export Compliance

Client agrees to comply with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations and International Traffic in Arms Regulations. Client will not export, re-export, or transfer Services in violation of such laws.

11.7 Entire Agreement

• This Agreement, together with the applicable service agreement, constitutes the entire agreement between the parties regarding the subject matter hereof.
• This Agreement supersedes all prior agreements, proposals, or communications, whether written or oral, relating to the subject matter.
• Any terms in Client's purchase orders or other documents that conflict with this Agreement are void, unless expressly agreed to in writing by both parties.

11.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures will have the same legal effect as original signatures.

11.9 Survival

Sections 3.3 (Data and Content Ownership), 4 (Payment Terms), 6 (Confidentiality), 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Data Protection), 10 (Force Majeure), and 11 (General Provisions) survive termination of this Agreement.

11.10 Headings

• Section headings are for convenience only and do not affect the interpretation of this Agreement.
• Illinois, United States
• This Agreement is governed by Illinois law. For questions about this Agreement, please contact THICKRIM LLC through our website or at the contact information provided in your service agreement.