Client Terms & Conditions
Unless otherwise specified in writing, our client-agency agreement terms and conditions are:
Code of Ethics: Public relations professionals have a special obligation to practice their craft ethically with the highest standards of truth, accuracy, fairness, and responsibility toward the public.
Travel and expenses: To cover costs, accounting, sequential liability, and taxes, Mindful Public Relations Inc. invoices separately for out-of-pocket costs, marked up for approved expenses including travel (IRS mileage rates, business class airfare, ground transportation, and GSA per diem rates), supplies, materials, and service providers, such as printing, mailing, postage, photography, videos, media, entertaining media, influencers, key contacts, and other expenses. Such invoices are due upon receipt.
Sequential liability: Under the principle of sequential liability, Mindful Public Relations Inc. is liable for payments to suppliers and other vendors only to the extent that the Client delivers payment for such purchases. For amounts owing and not paid to Mindful Public Relations Inc., the Client agrees it will be held solely responsible for such payments. Mindful Public Relations Inc. shall have the right to require reasonable assurance of the availability of the Client's funds in advance of undertaking commitments on the Client's behalf.
Investment and payments: The Client agrees to pay Mindful Public Relations Inc. the Investment and any invoices to complete the Scope, Project, or Program, payable upon signing by check, online, or ACH (preferred). Mindful Public Relations Inc. offers monthly incremental payments – and any quarterly and annual prepayment discounts, when available – as a convenience only. When a third party makes a payment for the Client, said party agrees it's also liable for any payments owed under the Agreement. The Client agrees that all Mindful Public Relations Inc. invoices are deemed approved 10 days after the Client receives them unless the Client notifies Mindful Public Relations Inc. in writing of any good faith disapproval. Mindful Public Relations Inc. shall pause all work without penalty if payment is five days late and until it receives cleared payment. This does not relieve the Client of its obligations. In the unlikely event the payment is overdue by 30 days, the Client is responsible for a $50 monthly late fee and 18% interest per annum, plus any costs of collections (approximately 25% of the balance), and fees for attorneys, court, legal matters, mediation, and bankruptcy. In the event of late payment, nothing in this Agreement requires Mindful Public Relations Inc. to hold mediation before seeking legal action. Mindful Public Relations Inc. shall begin providing Services in connection with this agreement after receiving the signed agreement and corresponding payment. Annually, Mindful Public Relations Inc. increases the investment by up to 5% or the national Consumer Price Index average, whichever is higher. As the Client expands its products and services catalog and/or expands into new geographic markets, and additional industries, Mindful Public Relations Inc. may increase the corresponding investment based on an increased scope of work.
Termination: Unless previously agreed upon in writing, only after the initial nine months may either party initiate Agreement termination (or scope reduction) by delivering their 90 days' written notice. During the termination notification period, the rights, duties, and responsibilities of the Client and Mindful Public Relations Inc. as client and agency shall continue in full force and effect, including and not limited to Mindful Public Relations Inc. continuing to be ready and willing to render services on the Client's behalf in exchange for payment of all fees, hourly charges, expenses, and other sums as provided in this Agreement.
No guarantees: Mindful Public Relations Inc. will make every reasonable effort to provide a complete and accurate service. However, Mindful Public Relations Inc. offers no guarantee. This agreement is complete and has no additional verbal representations. Parties agree there are many factors outside of Mindful Public Relations Inc.'s control, including the Client, consumer, and market products, services, prices, quality, demand, competition and behavior, preferences and reviews, technology changes, media bias, the economy, and major events. Therefore, Mindful Public Relations Inc. offers no guarantees, warranties, chargebacks, or refunds beyond quality and scope of work.
Media outlets: Mindful Public Relations Inc. does not own or exercise control over media outlets or other third parties, whether in television, radio, print, web, or any other medium. Therefore, Mindful Public Relations Inc. can not guarantee any media outlet's performance, conduct, timeliness, content, or editorial decision. Media outlets may require professional news photos or video footage. If the Client doesn't have or share such materials, with Client's approval, Mindful Public Relations Inc. will source such approved materials/services at the Client's expense. Mindful Public Relations Inc. recommends an additional paid media investment to boost/sponsor content to improve organic reach and engagement.
Mutual respect: This agreement requires each party's mutual respect for confidential and proprietary information, including not soliciting or hiring each other's employees, vendors, or independent contractors for up to two years after the business relationship ends. If one of Mindful Public Relations Inc.'s clients conflicts with this business relationship, Mindful Public Relations Inc. has the right to resign at any time and return any unearned fees. Neither party shall disclose any of the terms and conditions of this Agreement without the other's prior written consent. Notwithstanding, in its marketing materials, Mindful Public Relations Inc. may refer to the Client as its client.
Confidentiality: Unless a conflicting mutual confidentiality agreement exists between the parties, parties agree to keep confidentiality and not to disclose or use for their benefit or the benefit of any third party (except as may be required for the performance of services under this agreement or as may be required by law) any information, documents, or materials which are identified by a party, at the time they are made available, to be proprietary or confidential. Further, the Client acknowledges the rates and other terms negotiated by Mindful Public Relations Inc. with vendors performing hereunder may be protected by Mindful Public Relations Inc. as trade secrets and may not be generally known by the public or Mindful Public Relations Inc.’s competitors. Accordingly, such information shall be treated as confidential information hereunder. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (a) become publicly available without breach of this provision, (b) are received from a third party without restriction, or (c) is independently developed without reference to information received hereunder from the other party.
Confidential materials provided to Mindful Public Relations Inc. shall be either returned to the Client or discarded as the Client directs in writing at the end of the business relationship. In the absence of instructions, such confidential materials may be maintained by Mindful Public Relations Inc. following its policies and procedures to comply with law, regulation, or archival purposes, provided that any confidential materials so retained shall continue to be deemed confidential information under the terms of this Agreement and Mindful Public Relations Inc. shall continue to be bound by the terms of this Agreement. If the Client prefers that Mindful Public Relations Inc. adopt a different practice regarding the retention of confidential materials or any other materials provided to Mindful Public Relations Inc. in connection with this Agreement, please notify Mindful Public Relations Inc. in writing.
Agreement disclosure: Mindful Public Relations Inc. is authorized to publicize this agreement to work with the Client in the form of news releases and media announcements, event development, and news coverage, and Mindful Public Relations Inc. reserves the right to include the Client's name in its client roster. Mindful Public Relations Inc. may offer the Client the opportunity to participate in announcements related to any work with the Client. Mindful Public Relations Inc. may include the Client's logo, company name, and description on any of its brochures, websites, and other promotional material. It may link directly to the Client's website and any earned media coverage. The Client may also be requested to participate in additional activities such as success stories, references, and public relations initiatives. The Client agrees not to unreasonably deny any such requests. Upon termination of this Agreement, Mindful Public Relations Inc. retains the right to publicize its past involvement with the Client, including the use of the Client's name and logo and a description of services rendered by Mindful Public Relations Inc. on its websites and in its marketing materials. If Mindful Public Relations Inc. agrees, the Client may list Mindful Public Relations Inc. as a communications contact on its website and in all news releases.
Additionally, during this Agreement, the Client will give Mindful Public Relations Inc. access to its website analytics program to enable Mindful Public Relations Inc. to maintain and measure the effectiveness of any Services hereunder. If the Client does not have an analytics program, Mindful Public Relations Inc. recommends obtaining one.
Venue: Unless previously agreed upon in writing, Florida law governs this agreement, and the dispute venue is Nassau County.
Dispute resolution: In the unlikely event that a dispute arises, the claiming party will notify the other party stating in specific detail what act, conduct, or omission constitutes the alleged dispute. The responding party will have 30 days from receiving the notice to cure the alleged breach or default. During those 30 days, the Parties will cooperate and engage in substantive, good-faith negotiations to resolve their differences.
• In case of Client payment default, Mindful Public Relations Inc. may immediately proceed with collections and/or legal action.
• In the case of a service-related issue, if the differences between the Parties are not resolved within 30 days, the Parties will engage in pre-litigation mediation with the cost of mediation to be shared equally. Mediation should occur 90 days after the Responding Party receives the default notice. If mediation fails, the Claiming Party may take legal action, including filing a non-jury civil action. Both Parties hereby knowingly, freely, and voluntarily waive trial by jury in any action or proceeding to which they may be a party, arising out of or in any way related to the Agreement.
Liabilities and damages: In no event whatsoever shall Mindful Public Relations Inc. or its affiliates be liable for any damages beyond the amount the Client actually paid Mindful Public Relations Inc. in the last year under the Agreement.
Liquidated damages: The Client recognizes that Mindful Public Relations Inc.'s investment in the Client's projects or programs carries a cost potentially higher than the amount due under the Agreement, that the Agreement may have long-term services, and that damages resulting from a breach of the Agreement by the Client would be difficult to determine. The Client agrees that Mindful Public Relations Inc.'s damages in case the Client breaches the Agreement are equal to a sum equal to: one year's payments when the breach occurs 60 days or more before the date for any renewal; or one-fourth of one year’s payments when the breach occurs less than 60 days from the date for any renewal.
Attorneys’ fees: a. In case litigation is necessary, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in litigation and on appeal. b. Mindful Public Relations Inc. will bill the costs of outside legal services for any requests for regulatory or legal compliance to approve copies, address regulatory issues, arrange talent, and other matters dealing with the provision of legal services.
Client guarantees and liabilities: The payments due under these Terms and Conditions and the Agreement are due by the Client, any Guarantors who have signed the Agreement, and any entity (including corporations and limited liability companies) which is making payments directly to Mindful Public Relations Inc. and in which Client or Guarantor has an interest as a shareholder, member, officer, or director. Any payment by such entity made for defrauding Mindful Public Relations Inc. or for other improper purposes creates a liability for all amounts due under the Agreement.
Indemnify and hold harmless: The Client agrees to indemnify and hold Mindful Public Relations Inc. and its affiliates harmless from any claim, demand, or cause of action by whomever brought, whether or not it is brought in front of a state or federal court of law or equity or an administrative tribunal of any federal, state, or local body, that arises out of or is in any way related to the Agreement. Furthermore, the Client assumes risk and indemnifies Mindful Public Relations Inc. where a risk has been brought to the Client's attention, and the Client instructs Mindful Public Relations Inc. to proceed, or when the Client tells Mindful Public Relations Inc. to take certain actions, or where the Client provides Mindful Public Relations Inc. with materials that cause harm/the claim.
Because of the Client's intimate familiarity with its company and industry and the fact that Mindful Public Relations Inc. serves as the Client's agent, Mindful Public Relations Inc. cannot undertake to verify every fact supplied by the Client. The Client is responsible for the accuracy, completeness, and propriety of the information that it provides to Mindful Public Relations Inc. concerning the Client's products, services, organization, and industry, and the Client represents and warrants that all information and materials that it provides to Mindful Public Relations Inc. are rightfully owned by the Client and does not violate the intellectual property or other rights of any third party. The Client agrees to indemnify, defend, and hold harmless Mindful Public Relations Inc. and its employees, freelancers, contractors, licensees, and agents from and against all liabilities, losses, damages, and expenses, including attorneys’ fees and costs, which Mindful Public Relations Inc. may incur as the result of any third-party claim, suit, or proceeding brought or threatened arising out of or in connection with any of the following:
a. Any publicity or other Materials (as defined in Section IX below) prepared or placed by Mindful Public Relations Inc. for the Client, or assertions Mindful Public Relations Inc. made on the Client's behalf, or other services performed by Mindful Public Relations Inc. for the Client, which were approved by the Client or which were based on materials and/or information supplied or approved by the Client;
b. Any alleged or actual defects in the Client's products or services (including, without limitation, any personal injury or product liability claim for bodily injury or death arising from use of the Client's products or services);
c. Allegations that the Client's activities, or the information or materials provided to Mindful Public Relations Inc. by the Client in connection with this Agreement, violate or infringe upon the copyright, trademark, patent, or other rights of any third party, or that the Client's activities induce, promote, or encourage the violation of or infringement upon the rights of any third party;
d. Any information, publicity, or other materials provided by Mindful Public Relations Inc. to the Client and used as intended by the Client;
e. Risks or restrictions which Mindful Public Relations Inc. has brought to the Client's attention where the Client has elected to proceed, violate, or exceed such restrictions;
f. The Client's breach of any of the representations, warranties, covenants, or other obligations under this Agreement;
g. The Client's gross negligence or willful misconduct; and
h. The Client's failure to make or comply with usage limitations under applicable union codes (including, without limitation, SAG-AFTRA), or contracts relating to the production or use of commercials when such limitations have been communicated to the Client by Mindful Public Relations Inc. in writing.
Mindful Public Relations Inc. will notify the Client in writing of such an indemnifiable claim as soon as practicable after receiving actual notice of such claim, and Mindful Public Relations Inc. shall provide reasonable cooperation in the defense or settlement of such claim. The Client agrees to obtain Mindful Public Relations Inc.'s written consent prior to entering into any compromise, settlement, or other disposition of the claim.
Likewise, Mindful Public Relations Inc. represents and warrant that, to its reasonable knowledge, the Materials prepared by Mindful Public Relations Inc. for the Client will be original and will not violate any copyright rights of third parties. Mindful Public Relations Inc. agrees to indemnify, defend, and hold the Client harmless against all liabilities, losses, damages, or expenses, including reasonable attorneys’ fees and costs, which the Client may incur as the result of any claim, suit, or proceeding brought or threatened against the Client based upon or arising out of the Client's use, without alteration, of any Materials furnished by Mindful Public Relations Inc. to the Client, in connection with allegations of libel, slander, defamation, copyright infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied by or through the Client.
In the event Mindful Public Relations Inc. is called upon to respond to or assist the Client in connection with litigation commenced or threatened against the Client by third parties (for example, in complying with a document subpoena or discovery demand), and whether or not Mindful Public Relations Inc. and the Client are working together at the time, Mindful Public Relations Inc. will be entitled to staff time charges and reimbursement of out-of-pocket expenses, including reasonable attorneys’ fees, for services rendered to the Client and time spent by Mindful Public Relations Inc. in connection with such matters.
Scope of indemnification: The above indemnification encompasses and includes, without limitation, payment of any penalty, fine, judgment award, or decree; payment of any court cost or attorneys’ fees to a prevailing party; and the payment of Mindful Public Relations Inc.'s costs and attorneys’ fees in defending any claim, demand, or cause of action as described above.
Limitation of liability: Once Mindful Public Relations Inc. issues Materials to the press or to another third party, its use is no longer under Mindful Public Relations Inc.'s control. Mindful Public Relations Inc. cannot assure the use of Materials by any media, nor that any information published will accurately convey the information provided by Mindful Public Relations Inc.. Mindful Public Relations Inc. does not stipulate or guarantee specific or overall results or returns from public relations, publicity, research, or any other activity Mindful Public Relations Inc. performs, nor shall Mindful Public Relations Inc. be responsible for any user-generated content. Finally, in the unlikely event that Mindful Public Relations Inc. or its employees, freelancers, contractors, licensees, or agents publish Material on the Client's behalf that inadvertently generates a negative response from the Client or the consuming public, Mindful Public Relations Inc. shall not be held liable for any resulting harm, provided Mindful Public Relations Inc. deletes, retracts, revises, or corrects such publication promptly upon notification by the Client, if such Material was (a) approved by the Client in advance, and/or (b) in compliance with standard public relations and social media guidelines.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
The total aggregate liability of either party for any claim of any kind arising as a result of or related to this agreement, whether based in contract, warranty, or any other legal or equitable grounds, shall be limited to the amounts received by Mindful Public Relations Inc. from the Client for the particular project(s) which form(s) the basis of such a claim. The Client must make claims for damages within one (1) year of the incident to which they relate or be forever barred. Notwithstanding any indemnity set out herein, the Client shall act reasonably to mitigate any losses that may arise.
Copyright: Mindful Public Relations Inc. may provide the Client with news coverage clips. This coverage is subject to copyrights. Mindful Public Relations Inc. cannot and does not guarantee the Client has the right to use it. The Client is responsible for securing consent from the rightful owner(s) to obtain the necessary rights before engaging in such use.
Ownership of materials: Mindful Public Relations Inc. acknowledges and agrees that, upon full payment of all sums due to Mindful Public Relations Inc. under this Agreement, all original copy, layouts, scripts, artwork, designs, and publicity materials, including digital content, social media property, brochures, manuals, signage, and other materials (collectively, “Materials”) prepared, purchased, or furnished by Mindful Public Relations Inc. for the Client in the performance of this Agreement shall be deemed “work made for hire” and shall, between the Client and Mindful Public Relations Inc., be the Client's exclusive property, subject to any third-party rights, restrictions, or obligations (such as talent rights or intellectual property rights to photography, artwork, music, and any open-source software or code) of which Mindful Public Relations Inc. notifies the Client in writing. Likewise, the Client acknowledges that Mindful Public Relations Inc. retains ownership of all works of authorship created by or for Mindful Public Relations Inc. before or separate from the performance of services under this Agreement, including and not limited to pre-existing creative content, materials, software applications, databases, and executable code as well as Mindful Public Relations Inc.'s proprietary information/services, media lists, and third-party relationships. The Client agrees that Mindful Public Relations Inc. shall have the right, without prior approval, to use any Materials containing published, non-confidential materials, property, or information following their publication to promote Mindful Public Relations Inc. and to market its services to third parties, including submitting such Materials to industry award shows and posting them on Mindful Public Relations Inc.'s website.
General terms: Mindful Public Relations Inc. will be acting as the Client's agent when purchasing services, materials, and media on the Client's behalf, and the Client agrees that all orders placed, and contracts entered into by Mindful Public Relations Inc. on the Client's behalf with Mindful Public Relations Inc.'s suppliers and other persons may state the same. Except as provided in the previous sentence, nothing in this Agreement shall create any partnership or joint venture between the parties, and Mindful Public Relations Inc. shall not be deemed the Client's employee, agent, joint venture, or partner. The Client acknowledges that Mindful Public Relations Inc. may, from time to time, use affiliated companies, consultants, and/or independent (sub)contractors in the performance of Services hereunder. This statement shall serve as such client notice.
Singular and plural: Where the context indicates or requires, each term stated in the singular includes the plural, and each term stated in the plural includes the singular.
No waiver: The failure of either party to insist on the performance of any of the terms and conditions of the Agreement or the waiver of any breach of any of the terms and conditions of the Agreement, shall not be construed as waiving any other term or condition at any other time.
Severability: If any provision of these Terms and Conditions is found invalid or unenforceable under judicial decree or decision, the remainder shall remain valid and enforceable according to its terms. Without limiting the previous, it is expressly understood and agreed that every provision of these Terms and Conditions that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the Parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that if any remedy under these Terms and Conditions is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages outlined in these Terms and Conditions shall remain in full force and effect.
Captions: The captions of the sections and paragraphs are for convenience only and are not a part of the Agreement and do not in any way limit or amplify the terms and provisions of the Agreement.
Interpretation: The Parties acknowledge they have read the Agreement, understand its terms, and agree to be bound by the Agreement. Each has had the opportunity to consult with an attorney. If an ambiguity or question of intent or interpretation arises, in that case, the Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by the authorship of any of the provisions of the Agreement.
Amendment: The Agreement shall not be amended in any way except by a written agreement signed by both Parties.
Counterparts: The Agreement may be executed in counterpart originals, all of which shall constitute the same agreement.
Integration: The Parties represent and warrant they are not relying on any promises or representations not appearing in this Agreement.
Assignment: This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void.
The Client represents and warrants that it has read and understands all of the Terms and Conditions that govern this agreement and binds itself by such Terms and Conditions. Acceptance of services and/or initial payment per the Terms and Conditions represent acceptance of this agreement.