By signing this work authorization, you agree to the services, deliverables and terms set forth herein provided by LUMN:
1. Services rendered. We will provide the services outlined in this authorization at the quoted prices. Requests above and beyond those detailed in this agreement may be considered out-of-scope, and an amendment to this agreement may be recommended.
2. Terms of payment. Payment of each invoice is due upon receipt. We reserve the right to break down payments if necessary. In the event payment is not made within 30 days, we may charge a service fee of 2% per month to cover the manpower, interests, and other costs we pay for carrying overdue invoices. In addition, we reserve the right to stop work until payment is received. In the event that we incur legal fees, costs, and disbursements in an effort to collect our invoices, in addition to the interest on the unpaid balance, you agree to reimburse us for all of these expenses and any other expenses incurred in collecting from you. LUMN, collects monthly payments either by ACH auto draft or by credit card, company’s that update payment information with us agree to this payment method.
3. Indemnification for errors. We cannot be liable to you or any 3rd party for damages you attribute to us, including lost profits, lost savings, legal compliance, or any other incidental, consequential, or special damages, even if you are have advised us of them.
4. Copyright. Once your final payment in full has cleared, rights to the work we create as part of this agreement will transfer to you. We do reserve the right to use the work we have created to showcase our business.
5. Cancellation of plans. You have the right to modify, reject, cancel, or stop any and all plans or work in process. All such requests must be in writing by e-mail or hard copy. However, you agree to reimburse us for all costs we incur prior to your change in instructions and indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses. Maintenance and hosting plans are billed month-to-month, not as long-term contracts. The benefits of our maintenance service may change over time and do not constitute a contractual obligation. If you cancel mid-month, you’ll be billed for the entire month. Please note that pointing your DNS away from our server does not automatically cancel your hosting. You must notify us directly to avoid continued billing. If client exercises the optional benefit of the maintenance service to have LUMN redesign their website at a discounted rate, client agrees to utilize the maintenance service for at least six (6) more months after launch of new website before stopping maintenance service.
6. Terms. This agreement shall become effective on the date listed in this document and shall continue until terminated by either party after reasonable notice is given.
7. Governing laws and venue. This agreement shall be governed and construed in accordance with the laws of the state of Utah venue will be 4th District Court in Provo, Utah.
8. Representations and warranties. The signers of this agreement each individually represent and warrant that each has full power and authority to enter into this agreement and bind themselves and/or their respective organizations to the terms herein.
9. Agreement. This agreement incorporates all conversations, e-mail, and personal correspondence.
10. Serviceability. If any term or provision in this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall be not affected thereby.
11. CMO Service. LUMN’s CMO Service is intended to be a “fractional CMO service.” A fractional CMO is a part-time marketing executive or team that creates and oversees the implementation of a marketing strategy. A major benefit of LUMN’s CMO Service is that it also includes the execution and management of several components of the marketing plan (like brand development, website development, SEO, PPC creation and management, etc.)
Though LUMN presents a proposed marketing plan with individual services to be rendered throughout the course of the year-long contract, LUMN cannot be held liable if all proposed marketing services are not rendered within the contract duration. For example, we can build a website within two months, but if the client takes extra time to transfer assets to us (like photos/videos/testimonials/etc) or is generally unresponsive, (or even other unforeseen circumstances on LUMN’s side) the website may take five months to launch. This pushes many things back that were on the proposed timeline.
Because the service is acquiring a part-time marketing director, the service should not be considered a bundle of itemized services that are being purchased (e.g., website at $10,000, Video Package at $13,000, SEO at $9000, etc). The client may not go back at the end of the contract period and itemize individual services and seek a refund if they feel individual services were not performed adequately or at all. This completely devalues the time and efforts of our team members who strategize, consult with, and service the client’s account beyond executing on individual marketing tactics.
In other words, you are paying for the chef, not the total cost of the ingredients — though we do bring many of the ingredients as an added perk for engaging us for the CMO Service.
12. Exclusivity. LUMN’s CMO Service includes exclusivity for the zip code within which the CMO Service client’s practice is located. Exclusivity does NOT mean that we do not have other foundation clients (clients that we host and maintain the website for and do a la carte creative services for) within the zip code. Exclusivity only refers to ongoing and active advertising efforts (PPC management, direct mail, Social Media ads, etc). The intent of exclusivity clause is to ensure that LUMN clients are not competing against each other with active advertising campaigns. However, websites, brochures, video production, etc. are not included in the exclusivity clause because in and of themselves, the creative services are not active. They are only assets that the practice has to incorporate into their own active advertising efforts.
13. Videographer’s travel expenses for Media Packages. All videographer’s travel and related expenses are paid by the client. Clients must notify LUMN at least 10 business days prior to a planned media shoot if the client wants to reschedule the event. The Client is responsible for any additional expenses resulting from cancelation if they occur.
14. Videographer cancelation fees. In the event we cannot reschedule the videographer to another shoot for the time that was canceled, the client is responsible for up to $4000 in cancelation fees.
15. Media Package RAW files. Hard Drives containing the RAW files are mailed to the client if they request at a price of $250.
16. Monthly payments towards a Media Package. Monthly payments toward a Media Package (video shoots) can be stopped by the client at any point. The payments can be applied to a different creative service; i.e. (Website, Microsite, ID Package), but not monthly services like maintenance, social media, etc.