Copywriter / Media Consultant
TERMS OF SERVICE / WORK AGREEMENT

UPDATED June 29, 2016

  

These Terms of Service encompass all Projects completed by Ryan May and/or Forged Ink Communications LLC (“the Provider,” “Us,” “We,” “Our”), via the domain and sub-domains of www.forgedink.com (the “Site”).

By contracting our services, you (“Client,” “Buyer”) agree to the business terms that encompass all deliverables, delivery dates and amounts/fees and have been put forth in written, electronic or verbal form, including telephony and all other communication channels. This may include formal bids submitted by us as well as all email correspondence and posts to social media or online message boards. Collectively, these communications constitute our “Work Agreement.” By authorizing work, you agree to pay for all services rendered, herein referred to as “Work Product.” Though we attempt to provide an accurate and complete estimate of fees in advance, changes to the scope of the project and other factors can result in increases to the cost of the Project. In these instances, we will attempt to notify you regarding the overage as soon as possible. Yet with or without prior notice, you agree to provide additional compensation for these additional and/or unforeseen costs. Payment will be made by corporate/personal check or via a third-party electronic escrow service upon each acceptance of the Project Work Product.

This notice, in combination with all business terms established via the communication channels detailed above, serves as the true and correct copy of our Work Agreement and/or Statement of Work. By entering into a course of dealing with us in connection with your Project, you are contractually agreeing to the terms and conditions of this agreement and the business terms we agree upon. Your acceptance of these Terms of Service is signified by approving our proposed fee and authorizing the start of work.

WORK PRODUCT. 
“Work Product” means any and all background research, market data and research, ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, techniques and all Intellectual Property developed by us as required to complete the Project and delivered to you in the performance of the Project, as specified in our business terms/Work Agreement.

PERFORMANCE.
  We will perform the services necessary to complete the Project in accordance with the procedures described within our established business terms, in a timely and professional manner, consistent with industry standards, at a location, place and time we deem appropriate, and all in accordance with the business terms we agree upon. The manner and means that we choose to complete the Project are at our sole discretion and control. In completing the Project, we also agree to provide our own equipment, tools, and other materials at our own expense.

DURATION OF SERVICES.
  The duration of performance of services under our Work Agreement commences on the day you authorize the amounts/fee associated with work and terminates on the final delivery date agreed upon or payment of your final invoice.

CHANGE CONTROL.
  We will attempt to provide you with reasonable project management, including status reporting on a regular basis and notification of any overages and/or delays to deliverables. These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of this work to date. Material deviations from the baseline scope and budget documented herein will be mutually reviewed and agreed upon by all parties involved. All changes, including revisions or alterations to draft copy, must be addressed clearly and specifically via email or message board. Upon acceptance of the final version of Work Product and payment of all amounts/fees, Work Product in connection with this project is considered complete. You agree that any further changes to Work Product, now or in the future, after the project is complete will incur additional fees.

INDEPENDENT CONTRACTOR RELATIONSHIP.
Our relationship with you is that of an independent contractor. Nothing contained within these Terms of Service should be construed to create a partnership, joint venture, or employer-employee relationship. We are not the agent of the Buyer; (b) are not authorized to make any representation, contract, or commitment on behalf of the Buyer; (c) will not be entitled to any of the benefits that the Buyer makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waive the right to receive any such benefits); and (d) will be responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to our performance of services and receipt of fees under our Work Agreement. If applicable, you agree to report amounts exceeding the minimum threshold for reporting requirements paid to us by filing Form 1099-MISC with the Internal Revenue Service, as required by law. We agree to fill out and provide you with form W-9 as required. 

DISCLAIMER OF ENDORSEMENT.
As an independent contractor, the Work Product and related services we provide constitute the whole of our business relationship. OUR SERVICES IN NO WAY SHALL BE CONSTRUED AS AN ENDORSEMENT. We do not endorse or recommend any products, processes, or services. Therefore, mention of commercial products, processes, or services on our website, www.forgedink.com, or within postings to any of our social media channels (Twitter, LinkedIn), cannot be construed as an endorsement or recommendation. As the Buyer, you agree not to publish the names “Ryan May,” “Forged Ink,” “Forged Ink Communications LLC” or any abbreviation thereof as part of a byline or in connection with the publication or distribution of this Work Product without our express permission.

OWNERSHIP OF WORK PRODUCT.
We agree that, upon receipt of payment, any and all Work Product will be your sole and exclusive property (as the Buyer) and assign to you all right, title and interest worldwide in and to such Work Product unless other arrangements have been agreed upon with regard to revenue sharing. Upon receipt of total payment, we also automatically grant to you as the Buyer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Work Product we produce under this Work Agreement.

ASSISTANCE.
We agree to assist you as the Buyer, within reasonable limits, both during and after the term of this Agreement, to help ensure and enforce United States and foreign Intellectual Property Rights relating to Work Product in all countries.

COPYRIGHT/LIABILITY.
Any and all background information, product research or factual material you as the Buyer provide to us is assumed to be truthful and not damaging to persons or organizations. It is further assumed you hold all applicable rights to use the material provided. Additionally, you accept all liability for the Work Product, published or unpublished, should persons or organizations anywhere in the world take issue or bring legal action, or any other form of disagreement, due to perceived or actual misrepresentation or infringement. While we make every effort to ensure the Work Product we deliver is truthful and accurate, Ryan May is not an attorney and therefore not qualified to provide legal counsel, nor is any individual or third-party subcontractor connected with Ryan May or Forged Ink Communications LLC, unless specifically identified as such. THEREFORE YOU AS THE BUYER ARE SOLELY RESPONSIBLE FOR SUBMITTING ALL DELIVERABLES ASSOCIATED WITH THIS WORK PRODUCT FOR LEGAL REVIEW IF YOU DEEM NECESSARY. You further agree to assume responsibility for any and all costs associated with legal review or legal action, including but not limited to attorney fees, filing fees and court costs, research costs and investigators, and any and all damages awarded.

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NTIRE AGREEMENT. These Terms of Service are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. No modification of or amendment to these Terms of Service, or any waiver of any rights under this Work Agreement, will be effective unless in writing and signed by Service Provider and Buyer. The Terms of Service stated here will govern all Projects and services undertaken by Service Provider for Buyer.



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