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TERMS AND CONDITIONS
Introduction
This agreement governs the terms of any and all services provided by Mindshare Consulting Inc. (“Mindshare”) including but not limited to:
- AI Automation
- Brand Strategy & Design
- Website Design, Development & Hosting
- Digital Marketing (SEO, PPC, Social Media, Email)
- Analytics & Business Intelligence
- Mobile App Design & Development
- Custom Software Design & Development
- IT Consulting & Advisory Services
Provision of Services
Mindshare agrees to provide services to Client with reasonable skill and care and according to the scopes of work, statements of work, project proposals, retainer agreements, or other service agreements accepted by both parties. Mindshare will assign qualified personnel to perform the services. Services may be provided on either a time & materials basis or a fixed fee basis as outlined in project scope documentation. Specific service deliverables, timelines, performance metrics, and other details will be outlined in project documentation before work begins.
Client Responsibilities
Client agrees to provide timely information, access to systems/accounts, resources and feedback reasonably required for Mindshare to provide services as agreed upon. This cooperation includes but is not limited to:
- Administrative access to websites, hosting accounts, advertising accounts, social media accounts, analytics, APIs, and other systems required to provide services.
- Logins/credentials to any systems or data sources that Mindshare needs access to.
- Hosting and IT/dev ops assistance needed to implement solutions.
- Brand assets including logos, fonts, images, style guides, and other marketing materials.
- Timely product/service information, pricing details, and anything else required for project completion.
Mindshare is not liable for any issues arising due to inaccurate, incomplete, delayed, or lack of information, access, or cooperation provided by Client. Client will reimburse Mindshare for any additional time or costs incurred as a result.
Payment Terms
Mindshare will invoice Client on a monthly basis or upon completion of project milestones according to the payment schedule outlined in the project proposal or agreement. Payment is due within 7 days of invoice date unless otherwise noted. Mindshare reserves the right to pause work or terminate services if invoices are not paid in a timely manner.
Confidentiality
Both parties agree not to disclose each other’s proprietary or confidential business/technical information to any third party without written consent. Mindshare will uphold best practices related to data privacy and security.
Ownership and IP
Mindshare agrees to transfer rights and ownership of any custom deliverables created exclusively for Client upon final payment, as outlined in project documentation. Mindshare retains all IP rights to any background intellectual property, code, systems, software, processes, methodologies, designs or other prior IP used to create said deliverables.
Warranties
Mindshare makes no guarantee of any particular business outcome resulting from our services. Services and deliverables are provided on an as-is basis. Mindshare expressly disclaims any other warranties express or implied including of merchantability or fitness for a particular purpose. Mindshare’s maximum liability under any circumstance is limited solely to the amount Client has paid under this agreement.
Indemnification
The Client agrees to indemnify, defend, and hold harmless Mindshare and its directors, officers, employees, contractors, and agents from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- The Client’s breach of these Terms or any other agreement with Mindshare.
- The Client’s violation of any applicable law, regulation, or third-party rights.
- Any content, materials, data, or instructions provided by the Client, including claims that such materials infringe or misappropriate any intellectual property or other proprietary rights.
- The Client’s products, services, or business practices, including any representations, warranties, or promises made by the Client to its own customers or third parties.
Mindshare will promptly notify the Client of any claim subject to indemnification (to the extent reasonably practical) and may, at Mindshare’s option, allow the Client to control the defense and settlement of such claim, provided that any settlement fully releases Mindshare and does not impose any admission of wrongdoing, non-monetary obligations, or injunctive relief on Mindshare without its prior written consent. Mindshare reserves the right to participate in the defense with counsel of its own choosing at its own expense.
Termination
Either party may terminate this agreement with 30 days written notice. Mindshare may terminate immediately if Client fails to make payment or breaches its confidentiality, indemnification or intellectual property obligations.
Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or the relationship between the parties will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
The parties agree that the state and federal courts located in Travis County, Texas, will have exclusive jurisdiction and venue over any such disputes, and each party irrevocably submits to the personal jurisdiction of such courts.
Entire Agreement
This agreement represents the entire understanding between Mindshare Consulting Inc. and Client and supersedes all prior agreements and understandings related to these services. Any amendments or changes must be in writing signed by both parties.
Non Soliciting
Client shall not solicit for employment or hire any employee or contractor of the Mindshare, for a period of 24 months after termination of this agreement. General solicitations or job postings are not considered solicitation.
Severability
If any provision of this agreement is determined to be invalid or unenforceable, the remaining provisions shall still remain in effect and be construed as closely as possible to the original intent.
No Third Party Beneficiaries
There shall be no third party beneficiaries under this agreement. The agreements and representations herein are solely for the benefit of the parties to this agreement.
Limitation of Liability
To the fullest extent permitted by applicable law, Mindshare Consulting Inc. (“Mindshare”) and its directors, officers, employees, contractors, and agents will not be liable to the Client for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, goodwill, data, or business opportunities, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if Mindshare has been advised of the possibility of such damages.
Mindshare’s total aggregate liability for any and all claims arising out of or related to these Terms or the services provided, whether in contract, tort, or otherwise, will not exceed the total fees actually paid by the Client to Mindshare for the specific services giving rise to the claim during the three (3) months immediately preceding the event from which the claim arose.
No action, regardless of form, arising out of or relating to these Terms may be brought by the Client more than one (1) year after the cause of action has accrued.
The Client acknowledges that marketing, advertising, and consulting services inherently involve variables outside of Mindshare’s control, and Mindshare makes no guarantees regarding specific outcomes, including but not limited to sales, leads, conversions, or revenue.
Modification
Mindshare reserves the right to modify the terms, pricing or scope of services provided with 30 days advance written notice to Client. Pricing for ongoing services may be adjusted annually.
Recurring Payments and Term
Services provided on an ongoing basis will automatically renew each term unless cancelled in writing. Client shall provide a minimum 30 days cancellation notice. Terms are typically 12 months unless stated otherwise.
Acceptance of Terms
By receiving and paying for services from Mindshare, Client is deemed to have accepted the terms, conditions and policies contained herein.
No Refunds
Mindshare does not provide refunds for services or deliverables provided under this agreement.
SMS Messaging Terms
By providing your phone number and opting in, you agree to receive text messages from Mindshare Consulting Inc. related to your inquiry, appointments, service updates, project communication, reminders, account notifications, and occasional promotional offers.
Message and data rates may apply. Message frequency varies.
You may cancel the SMS service at any time by replying STOP to any text message. After you send STOP, we may send you a confirmation message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us unless you opt in again.
For assistance, reply HELP or contact us at info@mindshare.consulting.
Carriers are not liable for delayed or undelivered messages.
By submitting a form or otherwise providing your phone number, you confirm that you are authorized to provide that number and consent to receive messages from Mindshare Consulting Inc. Consent is not a condition of purchase.
