Agreement
The terms of this Agreement (as defined below) govern your access to and use of the Services. Please read these terms and conditions carefully before proceeding with your purchase of the Services. By proceeding with the purchase of the Services, you acknowledge that you have read, understood and agree to be bound by the terms and conditions outlined in this Agreement. If you do not agree with any part of this Agreement, you should refrain from using the Services.
Please note that if you are entering into this Agreement on behalf of the Customer (as defined below) or any other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have the necessary authority, you must not proceed with the purchase and/or use the Services.
If you have any questions or require any clarification on any aspect of this Agreement, please contact jamie@jamiebrooke.com.
This Agreement is entered into between Brave Moon LLC ("Brave Moon LLC"), represented by Jamie Brooke as its authorized representative, and the client identified in the applicable Key Terms or order form ("Client" or "Customer").
Agreed:
1. Services and Deliverables
[1.1] In consideration of the payment of the Fees, Brave Moon LLC agrees to provide the Services and Deliverables set out in Key Terms to the Client during the License Period to the best of Brave Moon LLC’s skill and ability.
[1.2] If the Client requests any changes to the Services or Deliverables (or any part thereof), Brave Moon LLC reserves the right to revise the relevant Fees (but will do so in consultation with the Client).
[1.3] Brave Moon LLC shall provide the Services as an independent contractor, not as a partner, employee or agent of the Client or in any other capacity.
2. Term and Termination
[2.1] This Agreement shall commence on the date first written above and continue on a month-to-month basis, unless earlier terminated as provided herein.
[2.2] Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.
[2.3] Brave Moon LLC may terminate this Agreement immediately by written notice if:
[2.3.1] The Client materially breaches this Agreement and fails to rectify such breach within 30 days of receiving written notice; or repeatedly breaches minor terms, even if rectified.
[2.3.2] The Client fails to make payments in accordance with the agreed payment terms;
[2.3.3.] The Client hinders project progress to such an extent that it materially affects Brave Moon LLC's ability to deliver the Services.
[2.4] The Client may terminate this Agreement immediately by written notice if:
[2.4.1] Brave Moon LLC materially breaches this Agreement and fails to rectify such breach within 30 days of receiving a written 'Notice of Breach';
[2.4.2] Brave Moon LLC is declared bankrupt, insolvent, enters into liquidation, or ceases to operate its business.
[2.5] Upon termination:
[2.5.1] The Client remains responsible for all outstanding fees and costs up to the effective date of termination;
[2.5.2] Brave Moon LLC shall deliver to the Client all completed or partially completed Deliverables;
[2.5.3] Brave Moon LLC shall refund any portion of the Fees which relate to Services not yet delivered, if applicable.
[2.6] Termination shall not affect any accrued rights, remedies, obligations, or liabilities of the parties existing at or before the date of termination.
[2.7] Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
3. Force Majeure
[3.1] If Brave Moon LLC is unable to perform its obligations under this Agreement due to reasons beyond its control including strike, civil unrest, war, extreme weather events, sickness, pandemic, death, disability, accident, government directives, failure of third party service provider (including internet service providers and/or airlines), terrorism, power outages, cyber attacks, or financial crises, then this Agreement shall be suspended for the affected period and during that period Brave Moon LLC will be relieved of its obligations to perform the Services and Deliverables under this Agreement. In such circumstances, the Client will not have any claim against Brave Moon LLC for failure to provide the Services and Deliverables or breach of this Agreement during such period. Once the force majeure event has passed, Brave Moon LLC shall resume its services as soon as reasonably practicable, and the parties shall discuss in good faith any necessary adjustments to the agreement terms to account for the disruption.
4. Fees
[4.1] The Fees for the Subscription Term will remain fixed, a set forth in Key Terms, unless the Customer:
[4.2] exceeds any applicable limit or plan while using the Services;
[4.3] subscribes to additional features, checks or products; or
[4.4] upgrades or downgrades a package.
[4.5] All Fees payable under this Agreement are exclusive of value added tax (“VAT”) and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority, which will be payable by the Customer in addition to the Fees in the manner and at the rate prescribed by law from time to time. All Fees will be due on the date that the Customer purchases the Services and will be paid in full without any deduction, withholding or set-off.
[4.6] Where applicable, the Customer authorises Brave Moon LLC to charge its relevant Authorized Payment Method for all Fees payable for access to and use of the Services. Where Brave Moon LLC fails to charge the Customer’s Authorized Payment Method (for example, where the Customer’s Authorized Payment Method has expired or is no longer valid), Brave Moon LLC reserves the right to re-bill the Customer’s Authorized Payment method. Where, following such re-billing, Brave Moon LLC is unable to successfully bill the Customer’s Authorized Payment Method, Brave Moon LLC reserves the right, at its sole discretion, to suspend or terminate the production of Services until payment of all Fees are made in full.
5. Temporary Suspension of Services
[5.1] Brave Moon LLC may temporarily suspend the provision of Services and Deliverables if the Client fails to make timely payments or does not cooperate as required under this Agreement. Brave Moon LLC will resume services once the Client remedies the situation. During any such suspension, the Client's obligations under this Agreement continue, and Brave Moon LLC shall not be liable for any consequences arising from the suspension.
6. Costs and Expenses
[6.1] Brave Moon LLC shall be responsible for all of its overhead costs and the specific costs Brave Moon LLC has agreed to in connection with the Services and Deliverables, but Brave Moon LLC shall not be responsible or liable for the Client Costs or any other costs not expressly agreed to be covered by Brave Moon LLC.
[6.2] If Brave Moon LLC does incur any necessary costs or expense on behalf of the Client, then the Client will promptly reimburse Brave Moon LLC for any such cost or expenses promptly after Brave Moon LLC provides evidence of such cost.
7. Additional Services and Deliverables
[7.1] The Services and Deliverables included in the Monthly Fee are exclusively those listed in the Key Terms of this Agreement.
[7.2] Any services or deliverables not explicitly listed in the Key Terms ("Additional Services") are not included in the Monthly Fee.
[7.3] Brave Moon LLC may provide Additional Services upon Client's request, subject to Brave Moon LLC's availability and agreement.
[7.4] Additional Services will be charged on a time and materials basis at the hourly rates specified in the Key Terms, or as otherwise agreed in writing between the Parties.
[7.5] Prior to commencing any Additional Services, Brave Moon LLC shall provide Client with a written estimate of the anticipated fees and obtain Client's written approval.
[7.6] Brave Moon LLC shall invoice Client for Additional Services separately from the Monthly Fee, and Client shall pay for such Additional Services within seven (7) days of receiving the invoice.
[7.7] The terms and conditions of this Agreement shall apply to any Additional Services provided, unless otherwise agreed in writing by both Parties.
8. Professional Standards
[8.1] Brave Moon LLC shall perform the Services and Deliverables therefrom to the level of that provided by other practicing professional podcast media relations providers engaged in the same type of work at the time the work is performed, for the professional and technical soundness, accuracy, and adequacy of all design, specifications and other work and material furnished by Brave Moon LLC. Brave Moon LLC makes no warranty, expressed or implied.
9. Client Responsibilities
[9.1] The Client shall cooperate with Brave Moon LLC and provide all reasonable assistance requested by Brave Moon LLC in connection with the Services and Deliverables, including:
[9.1.1] Complying with the Client Responsibilities set out in the Key Terms;
[9.1.2] Providing all Client Deliverables within 3 business days (unless otherwise agreed in writing) of request by Brave Moon LLC in formats reasonably required by Brave Moon LLC;
[9.1.3] Providing all information, details, documents, and materials reasonably required by Brave Moon LLC;
[9.1.4] Keeping Brave Moon LLC fully informed of the Client Personnel’s activities which may affect the provision of the Services;
[9.1.5] Promptly reviewing and approving materials prepared by Brave Moon LLC;
[9.1.6] Notifying Brave Moon LLC of any changes that may affect the Services.
[9.2] The client shall be solely responsible for the content and statements made during any podcast appearances.
[9.2.1] The Client will not:
[9.2.1.1] engage in any activities which would cause damage, loss or injury to Brave Moon LLC; or
[9.2.1.2] mislead Brave Moon LLC or deliberately or knowingly hinder the provision of the Services and Deliverables.
10. Credit, Notices and Promotion
[10.1] The Client grants Brave Moon LLC the right (but not the obligation) to:
[10.1.1] Use and publish the Client's name, images, and biographical information in connection with the marketing and promotion of Brave Moon LLC's services and offerings.
[10.1.2] Use materials created pursuant to this Agreement on Brave Moon LLC's website and in a portfolio to present to prospective clients for the purpose of demonstrating Brave Moon LLC's skill, talent, services, and ability.
[10.1.3] Publish and advertise the fact that Brave Moon LLC has provided services to the Client and/or the Host, during and after the License Period.
[10.1.4] Use the Client’s name, image, biographical information, and Client Deliverables in connection with the activities described above.
11. Intellectual Property
[11.1] Client retains all right, title and interest in and to Client's name, logo, trademarks and other intellectual property. Client grants Brave Moon LLC a limited, non-exclusive license to use Client's intellectual property solely as necessary to provide the Services during the term of this Agreement.
[11.2] Brave Moon LLC retains all right, title and interest in and to any materials, methodologies, strategies or other intellectual property developed by Brave Moon LLC in connection with providing the Services.
12. Confidentiality
[12.1] Each Party may disclose to the other Party certain confidential and proprietary information ("Confidential Information"). Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party without the prior written consent of the disclosing Party.
[12.2] Confidential Information shall not include information that:
[12.2.1] is or becomes publicly available through no fault of the receiving Party;
[12.2.2] is independently developed by the receiving Party without use of the disclosing Party's Confidential Information;
[12.2.3] was rightfully known to the receiving Party prior to disclosure by the disclosing Party; or
[12.2.4] is required to be disclosed by law or court order.
13. Special Conditions
[13.1] The Client and Brave Moon LLC agree to comply with and/or be bound by any Special Conditions set out in the Key Terms.
14. Expedited Fee Structure and Work Hours
[14.1] The Client acknowledges that any required content, including updated audio and video, delivered to Brave Moon LLC within a seven (7) business day window from the date of the request shall be deemed "Expedited." and charged as set forth in Annexure A.
[14.2] The Company's regular business hours are defined as weekdays (Monday through Friday) from 9:00 am to 4:00 pm, based on the Pacific Standard Time (PST) time zone. The Client agrees that the Company will not accept or commence work on any content delivered after 4:00 pm on weekdays (PST) until the following business day.
15. Indemnity and Limitation of Liability
[14.1] The Client agrees to indemnify and hold harmless Brave Moon LLC (including its officers, employees, agents, and related companies) against any and all liability, loss, claims, demands, and expenses (including indirect and consequential losses and legal fees) which Brave Moon LLC may incur as a result of:
[14.1.1] Any breach or alleged breach by the Client of this Agreement;
[14.1.2] Any negligent act or omission by the Client; or
[14.1.3] any intellectual property infringement caused by Client-provided materials.
[14.2] The indemnity granted under clause 14.1 shall be reduced proportionately to the extent that such claim is caused or contributed to by the negligence of Brave Moon LLC.
[14.3] To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances, and representations not set out in this Agreement in relation to the provision of the Services are expressly excluded.
[14.4] If any exclusion or limitation set out in this clause is declared illegal or void, or if the Client claims a breach of a term that cannot be excluded by this Agreement, to the extent permitted by law, Brave Moon LLC's entire liability and the Client's exclusive remedy is limited, at Brave Moon LLC's discretion, to:
[14.4.1] For goods: replacement, repair, or payment of the cost of replacing or repairing the goods;
[14.4.2] For services: re-supply of the services or payment of the cost of having the services re-supplied.
[14.5] In no event shall Brave Moon LLC's total liability under this Agreement exceed 50% of the total amount paid by the Client to Brave Moon LLC under this Agreement. Brave Moon LLC's liability is limited to direct damages only.
[14.6] Neither party shall be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or related to this Agreement.
16. No Guarantee of Sales or Reach
[15.1] Podcast marketing and public relations is a speculative activity and Brave Moon LLC does not promise that any of the Services or Deliverables provided will result in sales or listener reach.
167 Representations and Warranties
[16.1] The Client represents and warrants has the absolute legal right and authority to enter into this Agreement.
18. No Solicitation
[17.1] During the License Period of this Agreement and for a period of 12 months following the License Period, the Client will not (without the prior written consent of Brave Moon LLC), either directly or indirectly, on the Client's own behalf or on behalf of any third party:
[17.1.1] contact or engage (or attempt to contact or engage), any client, customer or supplier of Brave Moon LLC in connection with the Services and Deliverables provided by Brave Moon LLC pursuant to this Agreement, without Brave Moon LLC's prior written consent;
[17.1.2] hire (or attempt to hire, encourage or divert) any person employed, contracted, or engaged by Brave Moon LLC during the License Period who was directly involved in providing services to the Client, to provide services to the Client (or any third party).
19. Client Handover:
[18.1] Upon termination of this Agreement, Brave Moon LLC will provide the Client with access to all relevant materials, documentation, and assets related to the Services and Deliverables provided under this Agreement.
[18.2] The Client is responsible for transferring ownership of these materials within sixty (60) days from the date of termination. Failure to transfer ownership within this period will result in the permanent loss of access to these materials.
[18.3] Brave Moon LLC shall not be responsible for providing any training, ongoing support or assistance to the Client, whether during the term of this Agreement or after its termination, regarding the use, management, or maintenance of any materials, documentation, or assets provided.
20. Notices
[19.1] All notices required under this Agreement will be forwarded to the address or email address of the party set out in this Agreement, or such other address notified to the other party in writing from time to time. Such notices will be deemed to have arrived within three working days after posting by registered mail, provided an email of such notice has also been sent to the representative of the relevant party.
21. General
[20.1] This Agreement constitutes the entire agreement between the parties relating to the matters set out in this Agreement and cannot be altered except in writing signed by all parties.
[20.2] The parties acknowledge that the terms of this Agreement are confidential and will not be disclosed to any person other than each party’s professional advisers.
[20.3] The warranties and indemnities contained in this Agreement are continuing obligations and will survive the termination of this Agreement.
[20.4] Any provision of this Agreement that is or becomes unenforceable in any jurisdiction will be ineffective without invalidating any other provision of this Agreement, and such unenforceability will not invalidate that provision in any other jurisdiction.
[20.5] All sums payable under this Agreement are payable in US dollars, unless otherwise agreed in writing.
[20.6] This Agreement will be governed by and construed in accordance with the laws of Washington, USA and the parties submit to the exclusive jurisdiction of the courts of Washington, USA.
[20.7] Words and expressions not otherwise defined and which are defined in the Copyright Act of 1976, as amended and codified in Title 17 of the United States Code, will have the same meaning given to them in that Act.
[20.8] The authorized representative executing this Agreement on behalf of the Client promises, represents and warrants that such authorized representative has the power and authority to do so.
ANNEXURE A
5-7 Business Days Before Release Date - $65.00
3-5 Business Days Before Release Date - $95.00
1-2 Business Days Before Release Date - $185.00