Terms of Service

“Confidential information” means data and information of a confidential nature, including know-how and trade secrets, that relates to a party’s business, affairs, development projects, products, or services. It may be shared orally, visually, in writing, or in any other recorded form.

Information is confidential if a party marks it that way, tells the other party that it is confidential, or if a reasonable person in the same position would treat it as secret.

Each side will keep the other’s confidential information private and will use it only to carry out the engagement. It may be shared only with people who need it for that work and are required to keep it confidential, or when a law, court, or regulator requires disclosure. When the law allows it, the side making that disclosure will give the other notice first.

This duty does not cover information that is already public through no fault of the side that received it, or that the receiving side already knew without a duty to keep it secret.

The services are the public relations and media work described in the statement of work or invoice for that engagement. A statement of work is part of the engagement once both sides have agreed to it in a dated writing, including by email or by paying the related invoice.

Services are accepted when they are delivered. You will give us the information and materials we reasonably need within seven days of the start of the engagement, and you will work with us so the services can be performed.

You confirm that the names, biographies, quotes, images, and other materials you give us are accurate, and that you own them or have the rights needed for us to use them in the engagement. That includes the rights of any person named or pictured.

You grant us permission to send those materials to outlets, editors, and journalists, and to adapt them as needed for a pitch or placement, for the purpose of performing the services.

You will indemnify, defend, and hold us harmless from third-party claims, losses, liabilities, costs, and expenses arising out of those materials, including claims of defamation, false advertising, infringement, or violation of a right of publicity or privacy. You will give us written notice within fifteen days of becoming aware of the claim.

You agree to pay the amounts on the statement of work or invoice. Payment is due on the date stated on the invoice. Card payments include a four percent processing fee added to the total. You may also pay by ACH or check. Payment instructions are sent with the invoice.

Paying an invoice is agreement to these terms and to the services listed on that invoice. If an invoice is not paid when due, we may pause the work until it is paid.

Fees are earned when the services are delivered. A placement or other service that has been delivered is not refunded. We are also not required to refund amounts already paid if the engagement ends because you did not provide the materials we need or did not work with us so the services could be performed.

An engagement starts when you sign or pay, and it runs for the period stated on the statement of work or invoice.

We may end an engagement immediately if we learn of an accusation of criminal conduct, or of an act involving a moral or ethical claim, whether or not it is criminal, that could harm our reputation. We will send a short written explanation within fifteen days of learning of it.

After an engagement begins, neither side may end it without cause. If one side breaches, the other may send a written explanation and give thirty days to fix the breach. If it is not fixed in that time, the engagement ends, and the side that did not breach may pursue its legal remedies.

Either side may end the engagement if the other fails to substantially perform, after written notice under this section. If you do not provide the materials we need, or you do not work with us so the services can be performed, we may end the engagement and we are not required to refund amounts already paid.

When an engagement ends, both sides are released from work that has not yet been done, except payment still owed for services already delivered. Ending an engagement does not cancel any term that is meant to continue, including how disputes are handled.

We do not guarantee results. We will use reasonable commercial efforts, perform in a professional way, follow ordinary industry practice, and comply with applicable law.

Publication is expected when that is the service you bought. We do not control how long a story stays online or in circulation. We do not control the content of a publication, and we do not have the authority to approve an outlet’s final edit.

We may use our own software and tools, including bidding systems, workflow tools, and media analytics, to deliver the services. Access to those tools is part of the engagement. It does not create a relationship, endorsement, or affiliation between you and any outlet, journalist, or other third party.

Editors and outlets decide whether material is published. We do not guarantee coverage, control editorial content, or control the final published result.

We have qualified people, appropriate facilities, and enough resources and experience to perform the services in a professional and timely way.

Except for that statement, the services are provided “as is,” without any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. We do not promise that the services are complete or free of error, and we are not liable for loss caused by errors or omissions, whether from negligence, accident, or another cause.

Except for a duty to pay, a duty to indemnify, a breach of confidentiality, or infringement or misappropriation of intellectual property, we and our representatives are not liable to you or any third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenue, or loss of value. That limit applies whether or not the damages were foreseeable, whether or not we were warned, and whatever legal theory the claim uses.

Except where these terms say otherwise, each side’s total liability arising out of an engagement is limited to the amounts paid, and the amounts accrued but not yet paid, to us for that engagement before the event that caused the claim.

Those limits do not apply to a third-party claim covered by the indemnification sections, damage to real or tangible personal property caused by gross negligence or willful misconduct, or grossly negligent performance. The limits still apply if a remedy fails of its essential purpose. A claim that these terms were materially breached does not, by itself, remove these limits. Both sides relied on these limits, and they are a basic part of the agreement.

Each side will indemnify, defend, and hold the other harmless from third-party claims, losses, liabilities, costs, and expenses arising out of that side's breach of these terms. The side seeking indemnification will give written notice within fifteen days of becoming aware of the claim. Your duty for your materials is in Section 3 and is in addition to this section.

During the engagement and after it ends, neither side will slander, libel, defame, or disparage the other, or the other’s business, services, employees, agents, or owners, in connection with the services. This section is part of every engagement.

You grant us the right to use promotional materials, sample responses, and analytics created in the engagement for training and for our own promotion. You also grant us the right to use your name and service marks in our marketing, including naming you as a client and describing the services in brief.

These terms, together with the statement of work or invoice for an engagement, are the entire agreement and replace earlier oral or written understandings about the services. A change is effective only in a writing signed by both sides, including by email that both sides confirm. A waiver is effective only in writing, and only for the breach it names. If a court holds one term invalid, the rest stays in effect, and that term will be read as closely as possible to what the sides intended.

These terms and every engagement are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Any action arising out of these terms or the services will be brought only in the state or federal courts located in the State of Florida, and both sides consent to that exclusive venue. Rights in these terms are in addition to any other rights available under law.

In a dispute arising out of these terms or the services, the prevailing side may recover its reasonable costs, including staff time, court costs, and attorneys’ fees. If a dispute ends in a settlement or in arbitration, that process decides who prevailed.

Neither side is in default for a delay caused by something beyond its reasonable control, including natural disaster, fire, flood, earthquake, public-health emergency, war, terrorism, riot, government order, embargo, utility or telecom failure, or a similar event. This does not excuse a duty to pay. The affected side will give notice as soon as it reasonably can and will say what it can do to limit the effect.

Confidentiality, your responsibility for your materials, payment duties, the end-of-engagement terms, the no-guarantee terms, warranties, limits on liability, indemnification, the ban on disparagement, publicity rights, and this general section continue after an engagement ends.