Terms

Consulting Services Terms

Consulting services provided through a retainer agreement are subject to the terms and conditions stated in your contract. To request a copy of your current terms, please reach out to our team directly, or use the contact form below.

Standard terms include a services agreement and addendum with intended scope of work and deliverables. Unless agreed separately, invoices will be sent monthly on NET 15 terms and may be payable through ACH or via credit card. Please refer to your contract for specifics.

Unless agreed separately, services rendered are non-refundable and cancellations to your retained consulting agreement require a 30 day written notice.

Substack Subscription Terms

Subscriptions paid through Substack for memberships to the iDigressed Substack are at-will and are subject to the Substack Terms of Use. Please manage your subscription through that platform directly. You are free to cancel your subscription to the iDigressed publication on Sutbstack at any time.

Per the Subsctack TOS (As of December 2024):

A Creator may offer their publications for free or for a subscription fee, to be determined in the Creator’s discretion. Readers may choose to subscribe to Creator publications on Substack and agree to incur any applicable subscription fees.

Creators will set prices for their publications, and may change the prices at their sole discretion through their Creator account, though no price changes shall apply retroactively.

In the event that a Reader has a dispute with a Creator, you agree, as either/both a Reader and a Creator, that Substack is under no obligation to become involved other than to direct any inquiries regarding a Creator’s publication to the appropriate Creator pursuant to the Publisher Agreement.

General Payment Terms

Any payments processed through third-party payment processors, such as Stripe or Paypal, are also subject to the terms and conditions of those respective platforms. For more information about Stripe’s payment terms, please visit https://stripe.com/resources/more/payment-terms. For more information about PayPal’s payment terms, please visit https://www.paypal.com/us/legalhub/paypal/useragreement-full.

Contact Us

To request support for a purchase or to request a quote for marketing consulting services, please fill out our contact form.

Standard Terms

Our standard terms for consulting services displayed below are for reference only. Please refer to your signed agreement for your terms of service and payment.

1. SERVICES

(a) The Company hereby engages the Vendor, and the Vendor hereby accepts such engagement for rendering the Services (hereinafter referred to as “Services”) specifically described in the Statement of Work (hereinafter referred to as “SOWs”) executed by the Parties from time to time. This Agreement and each applicable SOW issued hereunder will apply to the Vendor’s provision of Services to the Company. Each SOW executed by the Parties will be deemed to be a part of this Agreement.

(b) The Services to be provided shall be detailed in an SOW and include deliverables, timelines for delivery, consideration, other costs and expenses, cancellation terms, and all other terms. No changes to any SOW will be effective unless and until a change order is executed by both Parties. In the event of any conflict between the terms of this Agreement and the SOW, the terms of this Agreement shall prevail, unless expressly stated by the Parties for that specific SOW, solely to the extent of such conflict.

2. FEES

In consideration of rendering the Services under this Agreement and each SOW, the Company shall pay the fees (hereinafter referred to as “Fees”) in the manner as captured in the respective SOW from time to time. The Vendor shall raise monthly invoices, which shall be paid by the Company within 15 day(s) of receipt of the invoice. The Fees payable under an SOW are inclusive of all applicable sales and other taxes.

3. REPRESENTATIONS AND WARRANTEES

The Vendor warrants that,
 
(a) It shall use its best efforts in providing Services in a professional and workmanlike manner;
 
(b) It shall perform the Services in accordance with applicable laws;
 
(c) The Services provided shall not infringe on any third-party rights, including the Intellectual Property Rights of any third parties.
4. INTELLECTUAL PROPERTY RIGHTS

(a) Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all Intellectual Property that it owns or controls as of the Effective Date. However, the Vendor agrees that all Intellectual Property Rights over, including without limitation to designs, drawings, notes, marketing, and other information created during and within the scope of this Agreement as part of the Services by the Vendor, constitutes work made for hire and all rights over such work shall be the exclusive property of the Company (hereinafter referred to as “Company IP Property”).

(b) The Vendor shall not be entitled to claim any right or interest over the Company’s IP Property. The Vendor shall perform all actions, execute all deeds, and sign all necessary documents without any charge or compensation, but at the Company’s expense, to fully and effectively transfer to the Company all rights to any Company IP Property developed by the Vendor.

5. CONFIDENTIALITY

(a) Vendor shall maintain absolute confidentiality and secrecy with respect to the terms and conditions of this Agreement and shall treat any information revealed to it in furtherance of this Agreement as completely confidential and shall further ensure that if the information is required to be disclosed to a third party, it shall be done only on a ‘need to know basis’ after first obtaining the prior written consent to reveal such information from the Company. The confidentiality obligations under this clause shall not apply to any such information which:
(i) generally becomes available in the public domain prior to disclosure thereof; or (ii) is required to be disclosed by the Vendor under applicable law, provided the Vendor, to the extent permitted under applicable law, provides the Company with reasonable notice so that the Company may contest such order or requirement.
(b) The Vendor hereby acknowledges that the breach of any of its obligations or representations under this clause is likely to cause or threaten irreparable harm, and, accordingly, the Company shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.
6. INDEMNIFICATION

The Vendor will defend, indemnify, and hold harmless the Company from and against all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees caused by or arising from any:

(a) negligent act or omission by the Vendor;

(b) failure of Vendor to perform its obligations under this Agreement or breach of any terms of this Agreement;

(c) third-party infringement claim related to the Services.

7. LIMITATION OF LIABILITY

(a) In no event shall either Party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement.

(b) Except for the indemnification obligations contained in clause 6 of this Agreement, either Party’s aggregate liability and that of its affiliates, officers, employees, agents, suppliers, and licensors relating to any dispute arising out of this Agreement will be limited to an amount equal to the Fees paid by the Company immediately prior to the first event or occurrence giving rise to such liability.

8. TERM AND TERMINATION

(a) Unless terminated by either Party in writing in accordance with this clause, the Agreement shall remain in force until terminated by a Party in accordance with this Agreement or until the termination or expiry of all the SOW(s) under this Agreement, whichever is earlier. (b) This Agreement may be terminated only under the following circumstances:
(i) The Agreement may be terminated by the Company for no cause, at any time, by providing the Vendor with prior written notice of 30 business day(s). (ii) Both Parties may terminate this Agreement upon mutual consent in writing.
(c) Termination of SOW shall be in accordance with the terms under the respective SOW. However, it is hereby clarified that the termination of an SOW does not result in the termination of this Agreement. However, termination of this Agreement shall result in the termination of all SOWs executed pursuant to this Agreement.
9. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in accordance with the laws of the California. The Parties agree that the courts at California shall have exclusive jurisdiction over disputes arising out of this Agreement.
10. ASSIGNMENT
This Agreement and any rights or obligations hereunder may not be assigned by either Party without the prior written consent of the other Party. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.
11. NOTICES

Notices will be in writing and delivered personally or sent by certified mail, with the return receipt requested, to the addresses mentioned at the beginning of this Agreement. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. A Party may change its contact information by a written notice delivered in accordance with this clause.

12. RELATIONSHIP OF PARTIES

The relationship of the Company and Vendor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed as constituting any other relationship.

13. FORCE MAJEURE

In no event shall either Party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, acts of governments, accidents, acts of war or terrorism, pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God (“Force Majeure Event”); it being understood that Party claiming such Force Majeure Event shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.

14. AMENDMENTS AND MODIFICATIONS

This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party.

15. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive statement of the Agreement between the Parties regarding the Services hereunder. This Agreement supersedes and replaces any prior agreements between the Parties.

16. SURVIVAL

The respective obligations and/or rights of the Parties under this Agreement, which are expressly or by implication intended to continue in effect after the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.