Terms and Conditions

The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

These Terms and Conditions exist as a foundation.

BOXLAND MEDIA enters every partnership in good faith, and we strive to be flexible, accommodating, and responsive to the needs of our clients. The policies outlined in this document are intended to protect both parties, set clear expectations, and provide a framework for resolving disputes only when absolutely necessary.

We understand that creative work is collaborative, fluid, and—at times—imperfect. These terms are not wielded as a weapon, but as a safety net. Our goal is always to work things out together, to build long-term relationships, and to do good work with good people.

We believe in accountability, transparency, and mutual respect—and these terms reflect that belief.

The most current version of Boxland Media, LLC's Terms and Conditions are always available at www.boxlandmedia.com/terms and apply to all active projects and engagements.

Acceptances

The undersigned representative of CLIENT has the authority to enter into this Agreement on behalf of CLIENT. CLIENT agrees to cooperate and to provide Boxland Media, LLC with everything needed to complete the Services as, when and in the format requested by Boxland Media, LLC. Boxland Media, LLC has the experience and ability to do everything Boxland Media, LLC agreed to for CLIENT and will do it all in a professional and timely manner. Boxland Media, LLC will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities. Warranty Boxland Media, LLC warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Boxland Media, LLC may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Boxland Media, LLC); (iii) Boxland Media, LLC has the full right to provide CLIENT with the assignments and rights provided for herein; (iv) Boxland Media, LLC shall comply with all applicable laws in the course of performing the Services and (v) if Boxland Media, LLC’s work requires a license, Boxland Media, LLC has obtained that license and the license is in full force and effect. EXCEPT AS SET FORTH IN THIS ATTACHMENT B, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

Confidentiality & Non-Disclosure

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information. Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

Ownership and Licenses

Boxland Media, LLC agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Boxland Media, LLC conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by Boxland Media, LLC individually or jointly, on or off the premises of CLIENT, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by CLIENT upon payment of all fees due to Boxland Media, LLC pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” Boxland Media, LLC hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to CLIENT, and agrees to execute such documents as CLIENT may reasonably request, in order to assist CLIENT in obtaining and protecting such rights. Boxland Media, LLC agrees that Boxland Media, LLC has no interest in any materials that Boxland Media, LLC submits to CLIENT, including, without limitation, any security interest therein, and hereby releases to CLIENT any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, Boxland Media, LLC shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.

Non-Solicit

Boxland Media, LLC agrees that during the period in which it is providing Services and for one year thereafter, Boxland Media, LLC will not encourage or solicit any employee, vendor, client or contractor of CLIENT to leave CLIENT for any reason.

Non-Compete

Note: This section only shows if applicable Relationship of Parties

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Boxland Media, LLC and CLIENT. Both Parties agree that Boxland Media, LLC is, and at all times during this Agreement shall remain, an independent contractor.

Term & Termination

For fixed-term retainer agreements, early termination by the CLIENT without cause will result in an immediate invoice for the remainder of the contract balance. Boxland Media will deliver any materials completed as of the termination date but shall not be required to continue services beyond that point.

If this Agreement is terminated earlier by CLIENT without cause, CLIENT agrees to pay Boxland Media, LLC any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Boxland Media, LLC agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to CLIENT by Boxland Media, LLC hereunder. Upon termination, CLIENT shall pay to Boxland Media, LLC all undisputed amounts due and payable. If upon termination CLIENT has not paid undisputed fees owed for the material, deliverables or Services provided by Boxland Media, LLC as of the date of termination, CLIENT agrees not to use any such material or the product of such Service, until CLIENT has paid Boxland Media, LLC in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Boxland Media, LLC shall retain a perfected security interest in the deliverable or material until CLIENT has made payment in full for all undisputed amounts as of the termination date. Boxland Media, LLC hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

Cancellation Fee

Note: This section only shows if applicable

General Policy:
CLIENT may terminate any project or service agreement by providing written notice to Boxland Media, LLC. However, cancellation does not negate CLIENT’s financial responsibility for services rendered and expenses incurred prior to cancellation.

Cancellation Fees:
In the event of termination after work has commenced, CLIENT agrees to pay a cancellation fee based on the following structure:

Pre-Production Phase (no shooting/recording):
25% of the total project estimate (non-refundable deposit may satisfy this).

Post-Shoot/Recording (Production Phase):
50% of the total project estimate.

Post-Production (Editing in Progress or Completed):
100% of the total project estimate.

Retainer & Subscription CLIENTs:
Cancellations of retainer-based services must follow the terms set forth in the original agreement or scope document. If no such clause is defined, 30 days’ written notice is required. Early termination may incur a buyout fee equal to the remaining balance of the contract.

Exceptions:
Boxland Media, LLC reserves the right to waive or adjust cancellation fees at its sole discretion under reasonable circumstances.

Payment Terms

CLIENT understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Boxland Media, LLC to keep the project moving forward. Payments for each invoice delivered by Boxland Media, LLC to CLIENT are due within 15 days of receipt. In case of overdue payments, Boxland Media, LLC reserves the right to stop work until payment is received.

CLIENT may authorize Boxland Media, LLC to securely store and charge a card on file for recurring or pre-approved transactions by completing a signed Credit Card Authorization Form. Charges without written approval will not occur.

Late Payment

In the event an invoice is not paid on time, to the maximum extent allowable by law, Boxland Media, LLC will charge a late payment fee of 1.50% per month on any overdue and unpaid balance not in dispute. Boxland Media, LLC’s acceptance of such service charges does not waive its rights to any remedies for CLIENT’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.

Deposit

Note: This section only shows if applicable Expense Reimbursement CLIENT shall reimburse all expenses that are reasonable and that have been authorized in writing by CLIENT in advance; payable within 15 days of itemized invoice.

REFUNDS

Boxland Media, LLC does not offer refunds for time-based services, including creative hours, consultation, or strategy work. Refund requests for fixed-fee deliverables must be submitted in writing and are subject to review. Partial refunds may be granted solely at Boxland Media’s discretion.

Review Period & Feedback Obligations:

CLIENT shall review all deliverables submitted by Boxland Media, LLC within ten (10) business days of delivery and shall provide clear, written feedback, revision requests, or approval within this review window. If no feedback is received within fourteen (14) calendar days of delivery, the deliverable shall be deemed accepted as final and complete.

Changes

Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.

Scope of Services & Pricing Structure:

Boxland Media, LLC offers services under two pricing tiers: Modern and Legacy. CLIENTs contracted on or after July 1, 2025 are subject to Modern Pricing, which includes hourly retainers at $100/hr and bundled package retainers with fixed monthly rates. Legacy pricing may apply for a limited period to clients who entered into agreements prior to June 30, 2025. All work must be defined in writing via signed Scope of Work, Statement of Work, or formal Proposal. Any service performed outside of this agreement is subject to additional fees and will require client approval before execution.

Modern Pricing is based on an hourly rate of $100/hr and bundled package-based retainers structured around set deliverables. Legacy Pricing (based on $50/hr) is sunset as of July 1, 2025, and is not available to new clients. Legacy clients may retain access through an approved grace period but are subject to Modern Pricing upon contract renewal or lapse.

Advertising & Media Placement:

Boxland Media, LLC offers digital and OTT (over-the-top) ad placement services under a managed media model. The fee for these services is bundled into the client’s media spend and includes creative development, targeting consultation, and campaign execution. Media budgets are pre-paid and non-refundable. Boxland Media, LLC does not disclose vendor or platform partners unless contractually required. CLIENT understands that ad performance is subject to platform algorithms, market conditions, and campaign variables beyond the control of Boxland Media, LLC.

Advertising campaigns may be executed as One-Shot Campaigns (single placement projects) or Ongoing Monthly Campaigns with a minimum $1,000 monthly media spend. All campaign planning and vendor coordination are included in Boxland Media’s ad placement services, and the management fee is bundled into the total budget.

Retainer Commitments & Pausing Agreements:

All package-based retainers, including bundled monthly services, are bound to a 12-month contract unless otherwise stated. CLIENTs may not pause, defer, or reschedule retainers without Boxland Media, LLC’s written consent. If a pause is granted, it does not extend the term of the agreement. Any unauthorized pause or delay in project participation may result in forfeiture of services for the period in question. If a contract is canceled by the client without cause, Boxland Media, LLC reserves the right to invoice for the remaining balance due under the agreement.

For custom or bundled retainer packages, CLIENT is required to complete all payment obligations over the 12-month term, regardless of performance or outcome.

Boxland Media, LLC may choose, at its discretion, to fulfill deliverables ahead of schedule. CLIENT remains responsible for completing the monthly retainer payment schedule for the contract term, regardless of fulfillment timing.

A la carte projects are billed at prevailing hourly or flat rates and are not governed by retainer terms unless otherwise specified in the scope document.

Professional Conduct & Disruption Clause:

All clients and their representatives are expected to behave in a respectful and professional manner during interactions with Boxland Media, LLC staff. Derogatory language, personal attacks, or undermining the integrity or value of services will be documented. Repeated instances may result in contract termination for cause. In such an event, Boxland Media, LLC will retain the right to collect any outstanding payment due for the current contract period.

Contract Interpretation & Misuse of Automation Tools:

CLIENTs are advised that automated tools (e.g., AI summarizers or analyzers) do not replace human review or legal counsel. Misinterpretation of contractual language through non-professional tools does not invalidate or reduce the enforceability of this Agreement. The signed contract and its supporting terms supersede any AI-assisted summaries or third-party opinions. CLIENTs are encouraged to consult qualified counsel before raising disputes based on automated analysis.

Ownership & Raw Media Policy:

Final delivered assets, upon full payment, are the sole property of the client. However, Boxland Media, LLC does not release raw, unedited footage or working files unless specifically agreed upon in writing. These assets are considered proprietary and remain the intellectual property of Boxland Media, LLC. All licensing (music, footage, animation, fonts) is non-transferable and limited to the original scope of distribution.

Creative Consulting and Strategic Advisory:

Boxland Media, LLC provides creative consultation as part of defined retainer hours or scoped packages. Requests for extensive strategic planning, campaign ideation, or media strategy outside of agreed-upon hours may be billed separately. CLIENTs are advised when their questions, requests, or brainstorm sessions begin to exceed included consultation time.

Indemnification and Limitation of Liability

Boxland Media, LLC agrees to indemnify, defend and hold harmless CLIENT from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Boxland Media, LLC’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Boxland Media, LLC’s representations, warranties or agreements herein. CLIENT agrees to indemnify, defend and hold harmless Boxland Media, LLC from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by CLIENT’s (i) gross negligence; (ii) out of any claim that CLIENT provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of CLIENT’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.

Right to Authorship Credit

Both Parties agree that when asked, CLIENT must properly identify Boxland Media, LLC as the creator of the deliverables. CLIENT does not have a proactive duty to display Boxland Media, LLC’s name together with the deliverables, but CLIENT may not seek to mislead others that the deliverables were created by anyone other than Boxland Media, LLC. CLIENT hereby agrees Boxland Media, LLC may use the work product as part of Boxland Media, LLC's portfolio and websites, galleries and other media solely for the purpose of showcasing Boxland Media, LLC's work but not for any other purpose. Boxland Media, LLC will not publish any confidential or non-public work without CLIENT’s prior written consent.

Governing Law and Dispute Resolution

This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Boxland Media, LLC’s primary business location (the “Boxland Media, LLC’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Boxland Media, LLC’s jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

Force Majeure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

Notices

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Appropriate Conduct

CLIENT and Boxland Media, LLC will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement Boxland Media, LLC believes that he/she has been subjected to harassing behavior on the part of CLIENT or CLIENT’s staff, Boxland Media, LLC will notify CLIENT immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following Boxland Media, LLC’s second notice, such behavior will constitute a breach of this Agreement and entitle Boxland Media, LLC to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to Boxland Media, LLC by law.

Miscellaneous

The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

ACCEPTANCE

Execution of payment or acceptance of deliverables constitutes agreement to the accompanying Scope of Work and all applicable Terms and Conditions. Formal signature is preferred but not required for enforceability.

Entire Contract

This Agreement, along with this Attachment B, and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.