Terms And Conditions
This Agreement (“Agreement”) is entered into by and between Liquimation LLC, doing business as Liquid Media (“Liquid Media”), and the Client (“Client”). The parties acknowledge that this Agreement is legally binding and may only be modified through mutual written consent.
1. Prevailing Terms And Conditions
This Agreement, together with any Appendices, Proposals, or Estimates attached hereto, constitutes the entire understanding between Liquid Media and the Client regarding the purchase of products and services specified in accepted Proposals or Estimates (“Proposals”). This Agreement supersedes all prior agreements between the parties. In the event of any inconsistency, these Terms and Conditions shall govern and take precedence over any conflicting terms in a Proposal or Estimate.
2. Authorization
Liquid Media shall not make commitments, disburse funds, or incur obligations on behalf of the Client without prior written authorization. The Client must approve all project Proposals and media authorizations before Liquid Media undertakes production, engages suppliers, or reserves media space. The Client may request modifications, cancellations, or cessation of work in progress; however, the Client agrees to compensate Liquid Media for time incurred and any unrecoverable expenses resulting from such requests. In instances where the Client remains unresponsive for more than thirty (30) days, the Client shall be responsible for all time incurred and unrecoverable expenses.
3. Confidentiality
Liquid Media shall not disclose, distribute, or make available to any third party any confidential, proprietary, or privileged information regarding the Client’s products, business operations, customers, or methods without the Client’s express written consent.
4. Agency Compensation, Professional Services, And Disbursements
Liquid Media charges for creative and production time associated with its services. Proposals outlining such charges will be provided to the Client for approval. Costs such as state sales tax, shipping fees, communication expenses, travel costs, delivery charges, and other variable costs that cannot be determined prior to production are excluded from initial Proposals and will be billed separately. All third-party expenses, such as media buying, print production, talent fees, stock photography, and equipment rentals, shall be billed to the Client with a standard markup of 17.65%, unless noted otherwise.
5. General Billing
Payment is due upon receipt of the invoice. All deliverables are subject to Oklahoma City sales tax of 8.63%, where applicable. Accounts past due by thirty (30) days may accrue interest at eighteen percent (18%) per annum (1.5% per month). Liquid Media reserves the right, at its sole discretion, to waive interest charges. In the event of non-payment, the Client shall be responsible for all costs incurred in enforcing this Agreement, including but not limited to attorneys’ fees, collection agency fees, and any other related expenses.
Client shall be named as Advertiser and Agency shall be named as Client’s Agent for all media placement requests. Agency shall service and bill the Client each month that service is provided. Once Client pays Agency, Agency shall assume full financial responsibility for remitting payment to media in a timely manner. If Client fails to remit payment to Agency, financial responsibility for payment shall lie with Client rather than Agency. This Agreement shall be in full force and effect until such time that Client notifies local media that Client/Agency relationship has been dissolved and all payments have been satisfied by Client.
Agency shall not be entitled to commissions with respect to space, time, facilities, materials or services in regards to published or broadcast advertising, or advertising otherwise used in media after the termination of this agreement, except advertising prepared with the named media for publication in specified issues, or broadcast on specified dates where all material has been completed by Agency and approved by Client and delivered to media for publication, broadcast or presentation.
6. Indemnification
Liquid Media shall exercise commercially reasonable efforts in the preparation and placement of all advertising and publicity for the Client to avoid any claims, proceedings, or litigation. Notwithstanding the foregoing, the Client agrees to indemnify, defend, and hold harmless Liquid Media, its employees, agents, and subcontractors from and against any claims, losses, damages, liabilities, or expenses, including reasonable attorneys’ fees, arising out of or related to:
- Any advertising or publicity prepared or published by Liquid Media on behalf of the Client;
- The Client’s failure to obtain appropriate legal clearances for advertising content; and
- Any materials (including photographs, artwork, or proprietary content) provided by the Client that infringe upon the intellectual property, personal, or property rights of any third party.
This indemnification obligation shall survive the termination or expiration of this Agreement. Liquid Media shall not be liable for the failure of third-party media vendors or suppliers to fulfill their obligations.
7. Errors And Omissions
The Client bears sole responsibility for reviewing and approving all proofs to ensure accuracy in all respects, including spelling, grammar, and technical content. Liquid Media shall not be liable for any delay, omission, or error in published content unless such error arises from Liquid Media’s willful misconduct or gross negligence. The Client is responsible for securing legal approval of all deliverables.
8. Governing Law And Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Oklahoma for any disputes arising under or related to this Agreement.
9. Termination Rights
The Terms Governing The Termination Of This Agreement Shall Be Specified In The Applicable Proposal. Non-cancelable Commitments Made By Liquid Media On Behalf Of The Client, With The Client’s Prior Approval, Shall Be Assumed And Paid For By The Client, Who Shall Indemnify Liquid Media Against Any Associated Claims.
10. Ownership Rights
Upon full payment and delivery of a project, Liquid Media assigns ownership rights of the final design to the Client for the uses explicitly specified in the Proposal.
Liquid Media reserves the right to photograph, distribute, or publish any work it creates for the Client for its own promotional purposes, including but not limited to portfolios, newsletters, brochures, presentations, websites, and client performance metrics such as impressions, reach, increases in same-store sales, annual revenue, advertising costs, return on investment (ROI), customer acquisition cost (CAC), customer lifetime value (CLV), and other relevant performance indicators, provided that such use does not disclose any confidential Client information.
Any unused or rejected marketing materials, advertising concepts, public relations strategies, or other creative deliverables developed by Liquid Media shall remain the property of Liquid Media and may be repurposed at its discretion, provided that no confidential information pertaining to the Client is disclosed.
11. Nature Of Content
The Client shall exercise due diligence in directing Liquid Media regarding the preparation of materials and shall be solely responsible for substantiating all claims and representations. The Client assumes full responsibility for obtaining all necessary trademark, service mark, copyright, and patent clearances and shall secure any legal approvals required for publication.
12. Releases
The Client is solely responsible for obtaining any necessary talent, patient, staff, model, and/or HIPAA releases related to content created for advertising or promotional purposes.
13. Modification
This Agreement constitutes the entire understanding between the parties. No representations, warranties, or agreements other than those expressly set forth herein shall be binding. No agent, employee, or representative of either party shall have the authority to alter the terms of this Agreement unless such modification is in writing and signed by authorized representatives of both parties.
14. Severability
If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
Version Date: 25-Feb-2025
