Terms of Service
By utilizing the services of Coalesce, Inc. you are hereby agreeing to the terms of service listed below.
- ACCEPTANCE. Acceptance is limited to the terms and conditions of the Agreement; no additional or different terms or conditions contained in any acceptance shall become part of the contract formed as a result of such acceptance.
- PAYMENT AND TERMS. The sales price shall be as stated in the estimate. The services to be provided by Coalesce are limited to those specifically delineated on the estimate. Payment terms are 50% down at the beginning of the project and the remainder due at completion, time being of the essence. Accounts past due shall be charged interest at a rate of 1.5% per month from the date of invoice. Client shall be liable to Coalesce for all costs of collection, including but not limited to actual reasonable attorney fees, incurred by Coalesce in connection with actions or efforts to collect any balance owed by Client hereunder. Client grants Coalesce, Inc. a purchase money security interest in all tangible and intangible materials and information provided until paid in full including any interest and costs of collection.
- APPROVALS AND CLIENT SEQUENTIAL LIABILITY. Coalesce will submit the following to Client for approval: all advertising plans and campaigns, copy, layouts, artwork, storyboards and scripts; media schedules, cost estimates of these various items when required; and other specified projects. Coalesce will therefore require the Client’s agreement via email or signed document before ordering production materials, making contracts with suppliers and making reservations or contracts for media space or time and talent.
- The Client may request changes or cancellations, or stop any work in progress, provided they are within Coalesce’s contractual obligations. Where changes or cancellations are requested on previously approved work, the Client will reimburse Coalesce for unrecoverable expenses and accrued labor.
- If Client authorizes Coalesce to purchase advertising, printing or any other out of pocket expense for Client and/or assigns obligation to Coalesce contractually or otherwise for payment of such advertising, printing and/or any other outside expense, Coalesce will bill client either at the end of the project completion or at time of purchase. Once payment has been made to Coalesce, Coalesce assumes full financial responsibility for remitting payment to Vendor in a timely manner. If, however, Client fails to remit payment to Coalesce, then financial responsibility for payment lies with Client and not with Coalesce.
- FORCE MAJEURE. Coalesce shall not be liable for any failure of performance if such failure is occasioned by war, fire, flood, or by any act of God, or by any other cause beyond the control of Coalesce.
- STANDARD OF CARE; WARRANTY. The standard of care for all services performed or furnished by Coalesce will be the care and skill ordinarily used by members of the profession practicing under similar conditions at the same time and in the same locality. Coalesce shall not be liable to Client or anyone claiming by, through, or under Client for any error of judgment or mistake of law or for any loss, except a loss resulting from willful malfeasance, bad faith or gross negligence on the part of Coalesce. COALESCE MAKES NO WARRANTY WITH RESPECT TO THE PRODUCTS OR SERVICES SOLD HEREUNDER. ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY IMPLIED WARRANTY THAT THE GOODS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
- LIMITATION OF LIABILITY. Notwithstanding any other provision, the total liability, in the aggregate, of Coalesce and Coalesce’s officers, directors, employees, and agents to Client for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the services provided by Coalesce shall not exceed the fees actually received by Coalesce from Client. Notwithstanding any other provision, Coalesce and Coalesce’s officers, directors, employees, and agents shall not be liable to Client for any special, incidental, indirect or consequential damages whatsoever, arising out of, resulting from or in any way related to the services provided by Coalesce. Coalesce shall have no liability for any other damages, consequential or otherwise, arising from any breach of warranty.
- ACCEPTANCE OF WORK PRODUCT. Client shall inspect all work completed by Coalesce. Client shall be deemed to have irrevocably accepted the work as conforming to the Agreement if Client has not given to Coalesce a written notice of rejection, describing in detail the basis for rejection, within two (2) days after delivery. In the event of rejection, Coalesce shall have a reasonable amount of time to revise and resubmit the work to the Client, in which case the previous provisions shall again apply regarding acceptance by Client. Client shall be solely responsible for all proofing of the work, including, but not limited to, copy and content.
- INDEMNIFICATION. Client warrants that Client is the owner of, or duly authorized to use, any and all copy, cuts, writings, illustrations, trademarks, service marks and trade names submitted or approved by Client. Client hereby indemnifies and holds Coalesce harmless from any and all claims for damages sustained by Coalesce, Client or any third party based on infringement of the property rights of others.
- CHOICE OF LAW; JURISDICTION. The Agreement, and any claim arising under it, or related to the transaction evidenced by it, shall be construed and determined under the laws of Wisconsin. Client shall bring any such claim in a court having jurisdiction over Coalesce and the subject matter in the state of Wisconsin. Coalesce may bring any such action in any court having jurisdiction over the Client, and Client hereby submits to the jurisdiction of the courts of the state of Wisconsin for purposes of litigating any such claim brought by Coalesce.
- ENTIRE AGREEMENT. This is the entire agreement of the parties. No modification, addition, or amendment shall be binding unless in writing and signed by both parties.
- BINDING EFFECT. This Agreement shall bind and inure to the benefit of the parties, and their respective heirs, successors, personal representatives, beneficiaries and assigns.