Capitalized terms used in this Agreement have the meanings set forth below.
2.1 Description of Services. Provider will furnish quarterly printed publications customized with Client’s branding and distributed to Client’s mailing list, along with related production, fulfillment, and administrative services, all as described in the applicable Order Form. The specific edition, pricing, frequency, recipient quantity, and other commercial terms of the Services purchased by Client are set forth in the applicable Order Form.
2.2 Order Forms. The Services to be provided are described in one or more Order Forms executed or otherwise accepted by Client from time to time, each of which is incorporated by reference into this Agreement upon Client’s acceptance. In the event of a conflict between this Agreement and an Order Form, the Order Form will control with respect to the specific Services described therein.
2.3 Modifications to Services. Provider may modify the Services from time to time, including their content, format, scope, and delivery methods, provided that such modifications do not materially diminish the value of the Services to Client. Provider will use commercially reasonable efforts to communicate material modifications to Client with at least thirty (30) days’ advance notice.
2.4 Not a CPA, Legal, or Financial Advisory Firm. Provider is a content production and publishing service. Provider is not a certified public accounting firm, law firm, or registered investment adviser, and the Services do not constitute tax, legal, accounting, or financial advice. The Publication is informational and marketing content produced on Client’s behalf for distribution to Client’s designated recipients. The relationship created by this Agreement is that of vendor and customer, not advisor and client.
3.1 Initial Term. The initial term of each Order Form is twelve (12) months from the start date set forth in the Order Form (the “Initial Term”), unless otherwise specified. Fees are billed monthly.
3.2 Renewal. Each Order Form will automatically renew for successive twelve (12)-month terms (each, a “Renewal Term”; together with the Initial Term, the “Term”) unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term. Renewals are at Provider’s then-current rates, subject to Section 4.4.
3.3 Early Termination by Client. Client may terminate an Order Form for any reason prior to the end of the then-current Term by giving Provider written notice. If Client elects early termination, (i) Client will pay Provider an early termination fee equal to two (2) months of subscription fees at the then-current rate (in addition to any fees already accrued); (ii) Provider will have no obligation to produce or deliver any new Issues following the notice date; and (iii) any Issue that is substantially in production at the time of notice may, at Provider’s discretion, be completed and delivered to Client and counted toward the Order Form. The early termination fee is the parties’ agreed pre-estimate of damages and not a penalty.
3.4 Termination for Cause. Either party may terminate this Agreement or any Order Form for material breach by the other party that remains uncured for thirty (30) days following written notice describing the breach in reasonable detail. Provider may suspend or terminate the Services immediately for non-payment that remains uncured for ten (10) days following written notice.
3.5 Effect of Termination. Upon termination or expiration: (i) all unpaid fees and the early termination fee (if applicable) become immediately due; (ii) all licenses granted under this Agreement terminate, except as expressly survives below; and (iii) each party will return or destroy the other party’s Confidential Information as set forth in Section 8 and Section 9.
3.6 Survival. Sections 1, 4 (with respect to accrued fees), 6, 7, 8, 9, 11, 12, 13, 15, 17, 18, 20, and 21 survive termination or expiration of this Agreement.
4.1 Fees. Client will pay the fees set forth in the applicable Order Form. Unless otherwise specified, fees are billed monthly in advance via Provider’s payment processor.
4.2 Payment Method. Client authorizes Provider (or its payment processor) to charge Client’s designated payment method on a recurring basis for fees due under the Order Form. Client is responsible for maintaining a current, valid payment method on file.
4.3 Failed Payment. If a scheduled payment fails, Provider will use commercially reasonable efforts to notify Client. If payment is not cured within ten (10) days, Provider may suspend or terminate the Services without liability. A reactivation fee may apply.
4.4 Price Changes. Provider may adjust pricing for Renewal Terms upon at least sixty (60) days’ written notice prior to renewal. Annual increases of up to the lesser of (a) the percentage change in the U.S. Bureau of Labor Statistics Consumer Price Index (All Urban Consumers, U.S. City Average) over the preceding twelve (12) months plus three percent (3%), or (b) ten percent (10%), apply automatically. Larger increases require Client’s consent at renewal.
4.5 Taxes. Fees are exclusive of any applicable sales, use, value-added, or similar taxes (other than taxes on Provider’s net income). Client is responsible for all such taxes arising from its purchase of the Services, except as required by applicable law.
4.6 Disputed Charges. Client must notify Provider in writing of any disputed charge within thirty (30) days of the invoice or charge date. Failure to notify within this period constitutes acceptance of the charge.
5.1 Production Schedule. Provider will produce and deliver Issues according to a quarterly production calendar communicated to Client. Specific deadlines for Client deliverables (including but not limited to assets and approvals) will be communicated in advance of each Issue.
5.2 Client Materials and Deadlines. Client is responsible for providing all required Client Materials by the deadlines communicated by Provider. Provider may rely on Client Materials as provided without further investigation.
5.3 Missed Deadlines. If Client fails to provide required Client Materials or approvals by the applicable deadline, Provider may, at its sole discretion: (i) use Client Materials from a prior Issue; (ii) produce and ship the Issue using placeholder content; or (iii) skip the affected Issue without credit, refund, or extension of the Term. Provider has no liability for delays or omissions caused by Client’s failure to provide required materials or approvals.
5.4 Proof Review. Provider will provide Client with a proof of each Issue and a defined review window of five (5) business days within which Client may submit comments. If Client does not submit comments within the review window, the proof is deemed approved and Provider may proceed to production.
5.5 Revisions. Each Issue includes up to two (2) rounds of revisions in response to Client’s comments. Additional revisions requested beyond two rounds are billable at two hundred fifty dollars ($250) per revision, payable upon delivery of the revised proof.
5.6 Client Responsibility for Accuracy. Client is solely responsible for reviewing each Issue for accuracy, appropriateness, and compliance with Client’s professional and regulatory obligations prior to approval and distribution. Client acknowledges that the Publication may include statements about tax, legal, financial, or regulatory matters and that Client’s review is the final check on such content before distribution. Client’s approval of a proof constitutes Client’s representation that the Issue is suitable for distribution to Client’s recipients.
6.1 Provider Intellectual Property. As between the parties, Provider owns and retains all right, title, and interest in and to the Provider Content, including without limitation the Publication (as customized for Client), all underlying content libraries, templates, designs, layouts, methodologies, software, and any improvements, derivatives, or modifications thereof. All rights not expressly granted to Client are reserved by Provider.
6.2 License to Client. Subject to Client’s compliance with this Agreement and payment of all applicable fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to distribute the printed Publication produced for Client to Client’s designated mailing list recipients, solely as produced and delivered by Provider.
6.3 Restrictions on Client Use. Except as expressly authorized in Section 6.2, Client will not, and will not permit any third party to: (i) reproduce, distribute, publish, or display the Provider Content (in whole or in part) in any medium, including on Client’s website, social media, email marketing, or other digital channels; (ii) create derivative works of the Provider Content; (iii) remove, alter, or obscure any proprietary notices on the Publication; or (iv) use the Provider Content in any manner not expressly permitted by this Agreement. Upon termination of this Agreement, Client’s license under Section 6.2 terminates, and Client may retain physical copies of Issues already received but may not produce additional copies.
6.4 Feedback. If Client provides Provider with any suggestions, comments, or other feedback regarding the Services or Provider Content, Client grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback for any purpose.
7.1 License to Provider. Client grants Provider a limited, non-exclusive, royalty-free license, during the Term, to use, reproduce, modify, and display Client Materials solely as necessary for Provider to provide the Services. Provider will not use Client Materials (including, without limitation, Client’s mailing list) for any other purpose, including its own marketing, without Client’s prior written consent.
7.2 Client Warranties Regarding Client Materials. Client represents and warrants that: (i) it owns or has sufficient rights in all Client Materials to grant the license in Section 7.1; (ii) the Client Materials do not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights; and (iii) the Client Materials comply with all applicable laws and regulations, including without limitation those governing the collection, use, and transfer of personal information.
7.3 Quality. Provider may rely on Client Materials as provided. Provider has no obligation to enhance, correct, or verify Client Materials. If Client Materials are not provided in usable form (for example, low-resolution logos or mailing lists with incomplete address data), Provider may, at its discretion, use the materials as provided, request resubmission, or apply the alternatives described in Section 5.3.
8.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances, including without limitation Client Materials, mailing lists, customer information, business plans, financial information, pricing, and proprietary methodologies. Provider Content is Confidential Information of Provider.
8.2 Obligations. The Recipient will: (i) use the Discloser’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and (iii) disclose such Confidential Information only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.
8.3 Exceptions. Confidential Information does not include information that the Recipient can demonstrate: (i) was rightfully known to it without restriction before disclosure; (ii) is or becomes publicly available through no fault of the Recipient; (iii) was rightfully received from a third party without restriction; or (iv) was independently developed by the Recipient without use of the Discloser’s Confidential Information.
8.4 Compelled Disclosure. If the Recipient is compelled by law to disclose Confidential Information, it will, to the extent legally permissible, provide the Discloser with prompt prior notice and reasonable cooperation in seeking a protective order.
8.5 Return or Destruction. Upon termination of this Agreement, or upon the Discloser’s written request, the Recipient will return or destroy all Confidential Information of the Discloser in its possession, subject to Section 9.4 with respect to mailing list and personal data, and except for copies retained in routine backup systems that are protected and inaccessible in the ordinary course.
8.6 Term. The obligations in this Section 8 survive for five (5) years following termination of this Agreement, except that obligations with respect to information constituting trade secrets continue for as long as such information remains a trade secret under applicable law.
9.1 Security Measures. Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Materials (including mailing list and personal information) against unauthorized access, use, or disclosure. Such measures include, at minimum: encryption of data in transit and at rest where commercially practicable, role-based access controls, secure credential management, and confidentiality obligations for personnel and Sub-processors with access to Client Materials.
9.2 Acknowledgment of Client Regulatory Obligations. Provider acknowledges that Client may be subject to obligations under the Gramm-Leach-Bliley Act (“GLBA”), the FTC Safeguards Rule, and similar laws and regulations governing the handling of customer financial information. Provider will handle Client Materials consistent with the security measures described in Section 9.1 and will cooperate with Client in good faith to address reasonable additional safeguard requirements as may be required to support Client’s compliance.
9.3 Security Incident Notification. Provider will notify Client without undue delay, and in any event within seventy-two (72) hours, after Provider confirms a security incident that has resulted in, or is reasonably likely to result in, unauthorized access to or disclosure of Client Materials containing personal information. The notification will include the information then known to Provider, and Provider will provide updates as material additional information becomes available.
9.4 Data Retention and Deletion. Upon termination or expiration of this Agreement, Provider will retain Client mailing list and personal data for up to ninety (90) days to facilitate any reactivation or transition, after which Provider will permanently delete such data from its active systems. Provider will provide written certification of deletion upon Client’s written request, to be issued within thirty (30) days following the request. Copies retained in routine backup systems are protected and inaccessible in the ordinary course and will be deleted in accordance with Provider’s standard backup retention policy.
10.1 Permitted Use. Provider may engage Sub-processors to support the Services. Provider remains responsible for the acts and omissions of its Sub-processors as if they were its own.
10.2 Current Sub-processors. As of the Effective Date, Provider’s principal Sub-processors include: (i) Box, Inc. (file storage and client hub); (ii) Stripe, Inc. (payment processing); and (iii) commercial print and mail fulfillment vendors engaged from time to time.
10.3 Updates. Provider may add or replace Sub-processors from time to time. Provider will, upon Client’s written request, provide a current list of Sub-processors. Material changes affecting the handling of Client Materials containing personal information will be communicated to Client with reasonable advance notice where practicable.
11.1 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices.
11.2 Mutual Warranties. Each party represents and warrants that: (i) it has full power and authority to enter into and perform this Agreement; and (ii) its execution and performance of this Agreement does not violate any other agreement to which it is bound.
11.3 No Professional Advice. Provider is not a certified public accounting firm, law firm, or registered investment adviser, and the Services do not constitute, and may not be relied upon as, tax, legal, accounting, or financial advice. The Publication is general informational and marketing content produced on Client’s behalf. Client is solely responsible for reviewing each Issue for accuracy and appropriateness, applying its own professional judgment, and ensuring compliance with Client’s regulatory, ethical, and contractual obligations to its own customers and clients before distribution.
11.4 No Guaranteed Outcomes. Provider does not warrant or guarantee any specific business, marketing, financial, or other outcome arising from Client’s use of the Services or distribution of the Publication.
11.5 Disclaimer. Except for the express warranties in this Section 11, the Services and Provider Content are provided “as is” and “as available.” Provider disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or arising from course of dealing or trade usage. Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, this disclaimer applies to the maximum extent permitted by law.
12.1 Cap on Direct Damages. To the maximum extent permitted by applicable law, each party’s aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid or payable by Client to Provider under the applicable Order Form during the twelve (12) months preceding the event giving rise to liability.
12.2 Exclusions from Cap. The limitation in Section 12.1 does not apply to: (i) Client’s payment obligations under Section 4 (including the early termination fee under Section 3.3); (ii) a party’s indemnification obligations under Section 13; (iii) a party’s breach of confidentiality obligations under Section 8; (iv) a party’s infringement, misappropriation, or violation of the other party’s intellectual property rights; or (v) a party’s gross negligence or willful misconduct.
12.3 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost business opportunities, or loss of goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages.
12.4 Basis of the Bargain. The parties acknowledge that the limitations in this Section 12 are an essential element of the bargain and a reasonable allocation of risk, and that the fees would be substantially higher absent these limitations.
13.1 By Provider. Provider will defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, and any resulting damages, losses, liabilities, and reasonable attorneys’ fees, arising out of or related to a claim that the Provider Content, as delivered by Provider and used by Client in accordance with this Agreement, infringes or misappropriates the intellectual property rights of any third party. Provider’s obligations under this Section 13.1 do not apply to the extent a claim arises from (i) Client Materials, (ii) modifications to the Provider Content not made by or authorized by Provider, or (iii) Client’s use of the Provider Content in violation of this Agreement.
13.2 By Client. Client will defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, and any resulting damages, losses, liabilities, and reasonable attorneys’ fees, arising out of or related to: (i) Client Materials, including any claim that the Client Materials infringe or misappropriate any third-party rights or violate any applicable law; (ii) Client’s distribution or use of any Issue following its approval by Client, including claims by recipients of the Publication based on the content thereof; or (iii) Client’s breach of its representations, warranties, or obligations under this Agreement.
13.3 Procedure. The party seeking indemnification (the “Indemnitee”) will: (i) promptly notify the indemnifying party (the “Indemnitor”) in writing of the claim, provided that failure to provide prompt notice will only relieve the Indemnitor of its obligations to the extent it is materially prejudiced thereby; (ii) grant the Indemnitor sole control of the defense and settlement of the claim (provided that the Indemnitor may not settle any claim that imposes any non-monetary obligation on the Indemnitee without the Indemnitee’s consent, not to be unreasonably withheld); and (iii) provide the Indemnitor with reasonable cooperation in connection with the defense, at the Indemnitor’s expense.
14.1 Provider Insurance. During the Term, Provider will maintain commercial insurance coverage appropriate to the nature of its business and the Services provided, including professional liability (errors and omissions), media liability, cyber liability, and commercial general liability coverage, with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate (or comparable coverage as may be available in the market).
14.2 Certificates. Provider will, upon Client’s written request, provide a certificate of insurance evidencing the coverage required by this Section 14.
15.1 Use of Client Name and Logo. Provider may identify Client as a customer of the Services, including by using Client’s name and logo in Provider’s marketing materials, website, sales presentations, and customer lists, in each case in a manner consistent with Client’s brand guidelines (where reasonably available to Provider).
15.2 Opt-Out. Client may opt out of the use described in Section 15.1 at any time by giving Provider written notice. Upon receipt of such notice, Provider will, within a reasonable period, cease the prospective use of Client’s name and logo as described in Section 15.1, except where such use has already been committed to print or otherwise distributed.
15.3 Testimonials and Case Studies. Provider will not use any quote, testimonial, or case study attributed to Client (including statements by Client’s personnel) without Client’s prior written consent for the specific use.
Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, government action, labor disputes, war, terrorism, supply chain disruptions, internet or telecommunications failures, or failures of Sub-processors or vendors not within the affected party’s reasonable control. The affected party will use reasonable efforts to mitigate the effect of the force majeure event and will resume performance as soon as reasonably practicable.
Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party (not to be unreasonably withheld); except that either party may assign this Agreement, without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
18.1 To Provider. Legal notices to Provider must be sent in writing to luke@stonebrief.com, with a copy to One Seven Locks LLC, 707 W Park Avenue, Suite D, Edgewater, Florida 32132.
18.2 To Client. Legal notices to Client may be sent to the email address and physical address provided by Client on the applicable Order Form or otherwise designated by Client in writing.
18.3 Method. Notices are effective upon receipt when delivered by email (provided no bounceback or non-delivery message is received), upon delivery when sent by recognized overnight courier, or three (3) business days after mailing when sent by certified U.S. mail, return receipt requested.
19.1 Non-Material Changes. Provider may update this Agreement from time to time to reflect non-material changes (such as changes to Sub-processors, clarifications, or legal updates) by posting an updated version at the URL where this Agreement is hosted and updating the version and effective date. Such changes take effect thirty (30) days after posting. Client’s continued use of the Services after the effective date constitutes acceptance of the updated Agreement.
19.2 Material Changes. Material changes to this Agreement (including changes that materially reduce Client’s rights or increase Client’s obligations) will apply to Client only upon renewal of Client’s then-current Order Form, unless Client expressly accepts the updated Agreement earlier.
19.3 Version Control. Each version of this Agreement is identified by a version number and effective date displayed at the top and bottom of this document. Client is bound by the version in effect at the time of Client’s acceptance, as updated in accordance with this Section 19.
20.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Mediation First. Before initiating any litigation, the parties agree to attempt in good faith to resolve any dispute arising out of or related to this Agreement through informal negotiation between senior representatives of each party for at least thirty (30) days following written notice of the dispute. If the dispute is not resolved through such negotiation, the parties will participate in good faith in non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association, with the mediator and venue mutually agreed in writing.
20.3 Venue. Subject to Section 20.2, any litigation arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in Volusia County, Florida, and the parties consent to the personal jurisdiction of such courts.
20.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or other rights for which monetary damages would be inadequate, without first proceeding through mediation.
20.5 Attorneys’ Fees. In any litigation arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
21.1 Entire Agreement. This Agreement, together with all Order Forms incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
21.2 Order of Precedence. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the specific Services described therein. In all other respects, this Agreement controls.
21.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent to the greatest extent possible.
21.4 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy. Any waiver must be in writing and signed by the party granting the waiver.
21.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
21.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. There are no third-party beneficiaries.
21.7 Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.
21.8 Counterparts and Electronic Acceptance. This Agreement may be accepted by clicking acceptance during checkout, by electronic signature, or in any other manner manifesting assent. Electronic acceptances have the same legal force as a handwritten signature. If executed in counterparts (whether physical or electronic), each counterpart is deemed an original and all counterparts together constitute one and the same instrument.
21.9 Construction. The words “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The singular includes the plural and vice versa. References to laws and regulations include any amendments and successor provisions. No rule of construction against the drafter applies.