Terms, Agreement, and Expectations

Thank you for partnering with Infuze, LLC and/or our subsidiaries for your marketing communication needs (Note: in the rest of this document, “Infuze”, “we”, “us” represents Infuze, LLC and all its subsidiaries)

We’ve learned that success in any project starts with setting clear expectations for both parties beforehand so we have pulled together the following agreement as an opportunity to ensure that we are on the same page. You will ﬁnd the Scope of Work (SOW) for the agreed upon services to be performed at the beginning of this document.

As legal documents tend to be, these terms and conditions may tend to read austere and impersonal. Be assured that we’ve not attempted to hide any zingers in the ﬁne print. We recognize the importance of such documents and ask that you read this carefully before signing the agreement. If you have any questions, or if for some reason these terms and conditions would prevent you from working with Infuze, please contact our CEO directly: Stacey Divine: (916) 662-8282. A copy of our full terms and conditions can also be found at infuzemarketing.com

For the purposes of this project, the following Scope of Work has been outlined for client deliverables:

Payment Terms

Payment Terms for each service vary slightly, so here is a breakdown of each services payment process:

Infuze, LLC requires a deposit up front before work will be started (noted as your ﬁrst month’s payment). Remainder of payments due will be divided by timeline allocated for the project(s) and billed on the ﬁrst of each month. Retainer clients payments are due on the ﬁrst of each month. All payments are due within 30 days of receipt of an invoice. Any invoices overdue past 30 days will result in suspension of work and a 1.5% late fee. Suspension of work will remain until invoice plus late fee is paid in full.

Should you cancel or place a project on hold (whether by request or 30 days of inaction), invoice will be sent relative to work completed. We ask that any cancellations be made in writing 120 days

in advance (effective the ﬁrst day of the month following cancellation). Retainer clients are asked to pay 40% of total remaining fees if the contract is canceled in advance. Should cancellation be requested a transition plan will be provided to the client within 10 days of written notice. If a payment is going to be late, simply let us know by sending an email. Otherwise, our accounting system automatically charges a 1.5% late fee. Infuze is not responsible for any lost opportunities or missed deadlines due to ceased work due to unpaid or late payment. The client signing the proposal of services makes a personal guarantee that payment will be made as outlined.

Note: We sincerely hope this never happens to your company, however, if your organization ﬁles for bankruptcy or for any reason is unable to pay for our contracted services, Infuze will take legal action to collect all remaining debt.

Expectations

Infuze designs, whether it be website, digital or print, consist of 2-3 different watermarked concepts presented to the client in JPEG or PDF format. A ﬁnal choice is made from there and 2-3 reﬁnements will be provided to that design only. All ﬁnal artwork will be provided in a PDF print ready format upon approval.
Infuze understands that clients sometimes need more than the standard 2-3 revisions offered in the contract. We are more than happy to provide a few additional revisions at our hourly rate.
Infuze will retain all electronic source ﬁles for work we create, and because we are so proud to represent our clients in the market, we reserve the right to use project imagery for our own self-promotion purposes and portfolio, including online and print reproductions of our work. If source ﬁles (native artwork) are requested by a client, whether this be for internal changes direct to the artwork or to provide to a different ﬁrm/agency/designer, they will be uploaded to the client’s server for a $125.00 fee and Infuze, LLC releases all responsibility of this project and artwork. Client assumes all risk for any alterations made once ﬁles have been delivered electronically.
We are happy to provide ﬁnal PDF electronic ﬁles of work provided under agreement one time at no charge on a ﬂash drive or uploaded to your server for your future records. Additional requests of ﬁles for client work can be provided for a charge of $125.00 per upload to a Dropbox ﬁle or other requested format. Also, we understand how artwork and ﬁles can be lost to a client looooong after we have worked with them, but we have to free up our storage and server space to make room for current clients projects, so please note that Infuze will delete all ﬁles after 2 years of inactive work with previous client.
Photoshopping, photo editing and photography are not included in graphic design services unless otherwise noted in the scope of work. All photoshopping needs and requests will be provided at an extra hourly charge.
As certiﬁed and experienced event planners, we will consider production and management of occasional events or event support for our retainer clients on a case by case basis. All event proposals are developed as a separate SOW with a separate contract and terms.
We make every effort to ensure our work and consultation is free of errors and omissions, but we also recognize we can’t warrant this. We strongly recommend that clients review work thoroughly before committing it to production. Once client has signed off on the ﬁnal version of all artwork and marketing materials, if an error is discovered, client is responsible for all reprints if needed.
We love to travel and are more than happy to do so at no cost when it’s included in the Scope of Work (SOW). If it isn’t included, we’ll gladly travel for you at our per diem fee (please request this from accounting@infuzemarketing.com). IN
A picture is worth a thousand words and we ask that both be provided by our clients if outside the SOW (that would be high resolution photography and copy/content where needed). We recognize that time is not always of the essence for our clients, so should you need us to produce or provide either service, we will gladly do so for an additional fee*.
We ask that you pay print, logo items and media/ad companies directly. We’ll gladly manage the details on your behalf with your chosen external ﬁrms at no extra cost. As a side note, Infuze has vendors we can recommend and negotiated pricing we are happy to pass directly to our clients upon request.
Infuze does not provide copyrights or patents but we are happy to recommend our stellar legal counsel should you need additional advisory or consulting support at any time.
Infuze, LLC abides by all Codes of Advertising Standards and Industry Ethics and other codes by the media to ensure that all advertising placed is legal, honest and truthful and, of course, in good taste. The client agrees to inform the agency if, at any time, any copy claim submitted for approval is incorrect or misleading in relation to the product or service being advertised. In addition, you will hold us harmless against any liability anywhere in the world, including liability arising from copyright infringement and libel that result in any way from your use of our creative services and counsel on this project. We agree to work with your legal advisor to ensure compliance with applicable laws and regulations, as necessary. In the highly unlikely event that legal proceedings become necessary, our attorney advises us that we need to let our clients know that the “prevailing party shall be entitled to reimbursement for all legal fees.”
Should Infuze gain a sponsorship for a client, whether it be for events or other, a commission of 20% of the amount will be paid by Client to Infuze. (Example: $2,500.00 sponsorship = $500.00 to Infuze)
We know that timelines sometimes need to be altered for one reason or another, so we are always happy to be ﬂexible, however our initial timeline for any project is outlined with the assumption that our client will provide us with the required information and resources as outlined in the SOW. We have found that the best way to meet these timelines is to have you assign one person from your team to act as “project manager” for the outlined responsibility, known as a Single Point Of Contact (SPOC). It will be that person’s responsibility to inform the rest of their organization of project updates and other pertinent information and work directly with their chosen third party vendors. We understand that staff changes occur and that the original SPOC may change during the process of the project. Should that need to occur, we will need to bill an additional “onboarding fee” to bring the new person up to speed on the project. We also like to let our clients know that this could hinder the progress, timeline and process of the project.
Infuze is a collaborative style marketing and communications team. First and foremost, we are here to serve and provide inspiring results that you are satisﬁed with. We recognize that to do that, clear and open dialogue is critical, so we welcome your thoughts, input and perspectives during the various project phases.
We do our best to complete requests in a very timely manner. Anything requested as last minute items that need a 24 to 48 hour turnaround time will incur a “Rush Fee” of $250.00 per project.
Infuze will not engage in posting inauthentic reviews on review sites like Yelp and Yahoo as part of the social media program. Such activities are generally considered unethical and not part of legitimate social media work. Infuze will, however, assist in creating or improving descriptions of the client’s business available on these sites.
All concepts/ideas referenced in this agreement are proprietary and conﬁdential speciﬁc to Infuze’s intellectual property.
Email Signatures: Infuze will not design or develop email signatures, however, we are happy to recommend reputable third party services to support this request.
Photography and Videography Production Hours: Hours allocated for standard photo shoots must occur between the hours of 9am and 5pm M-F. Photo shoots requested earlier or later than the standard time or on a Saturday or Sunday, will incur an additional $500.00 fee to all pricing.
- Dates for production are agreed to in advance and conﬁrmed by the client. If these dates are canceled by client, the following charges will apply:
  - Within 7 days of shoot date – $250
  - Within 48 hours of shoot date – 50% of daily shoot rate
  - Within 24 hours of shoot date – 100% of daily shoot rate
- Regarding locations for shoot: Client is responsible for ensuring the location is safe and that adequate insurance is in place.
We understand that project parameters change and we are ﬂexible when this takes place. Infuze reserves the right to adjust any cost or charges for this project should the client alter the project parameters. This includes, but is not limited to: labor, image purchase, photography, travel, illustrations, printing, mailing, postage, online services, fonts, software, equipment requested and freight. Not to worry though, any additional costs will be agreed upon prior to work being done. We don’t like surprises either...unless it’s our birthday.
Travel within 25 miles of our Downtown Sacramento ofﬁce is included. Travel outside of that radius will be billed to the client at the per diem rate (travel, lodging, food, mileage).

Legal Jargon

By using the Site or the Services, you represent, acknowledge and agree that you are at least 18 years of age and have the right, authority and capacity to agree to and abide by these Terms.

Ownership: As between Infuze and Client, Infuze is the sole and exclusive owner of any and all Infuze Products and its Intellectual Property Rights contained therein. “Intellectual Property Rights” means any and all rights existing from time to time in any jurisdiction under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, or other similar rights existing anywhere in the world.

Trademark License: Client grants Infuze a non-exclusive, royalty-free, transferable,
sub-licensable, irrevocable right and license to use and reproduce Client’s trademarks and intellectual property (the “Trademarks” or “Intellectual Property”) in any reasonable manner in connection with the advertising, promotion and marketing required to achieve the services in this Agreement. This license will be terminated immediately upon termination of this Agreement.

Client Representation: Client represents and warrants to Infuze that: (1) Client is the sole owner of its Intellectual Property; (2) its Intellectual Property does not violate any patent, copyright, trademark, trade secret, or other rights of any third-party, and (3) Client has the full right to enter into this Agreement, is authorized to grant the rights set forth herein, and that the consent of no other party is necessary.

Limited Liability: Should an error appear in an advertisement, Infuze disclaims any and all liability. Infuze will not be liable for any delays in delivery, and/or non delivery, in the event of an act of God, network difﬁculty, electronic outage, hosting outage, feasibility or reliability of the Infuze website, and the feasibility or reliability of any third party website, server, or technology. In no event will Infuze be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or other non-performance related to the website. Under no circumstances will Infuze be liable for any special, indirect, incidental or consequential damages, including, without limitation, for lost income or proﬁts, in any way arising out of or related to this agreement, even if Infuze has been advised as to the possibility of such damages.

Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties in connection with the transaction hereby contemplated. This Agreement supersedes all previous agreements, arrangements and understandings between the parties with regard to such transaction which shall cease to have any further force or effect.

No Assumption of Liabilities: The parties agree that Infuze will not acquire, assume or otherwise become responsible or liable for any debts, liabilities, taxes or obligations of the Client to any person or entity, whether ﬁxed or contingent, known or unknown, choate or inchoate, liquidated or unliquidated, secured or unsecured or otherwise including, without limitation, obligations and liabilities arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time before, in respect of anything done, suffered to be done or omitted to be done. The Client shall be responsible for all taxes, liability claims, and all other duties of service owed to their customers. Infuze bears no liability over instances relating to the business of the Client.

Indemniﬁcation: Client agrees to indemnify, defend, and hold Infuze harmless from and against all costs, fees (including attorneys’ fees), expenses, liabilities or claims incurred, suffered by or asserted against it arising out of or in any way connected with Client’s products or services.

Warranties: Both parties do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of ad codes or any other technology or services provided by client or Infuze, or any output or results thereof. Parties speciﬁcally disclaim any implied warranty of merchantability or ﬁtness for a particular purpose.

Governing Law: This Agreement shall be treated as though it were executed and performed in California, and shall be governed by and construed in accordance with the laws of California (without regard to conﬂict of law principles). The proper venue for any action permitted under this subsection regarding “equitable relief” will be the federal and state courts located in Sacramento, Ca; the parties hereby waive any objection to the venue and personal jurisdiction of such courts.

Severability: If any provision of this Agreement is held unenforceable, then such provision shall be modiﬁed to reﬂect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.