Terms and Conditions

v02.2.1 - EST 2025

The best work comes from strong relationships. Honesty, respect, and gratitude are the foundation of how we do business. These Terms and Conditions govern all work performed by Boxland Media, LLC ("Contractor") for any client ("Client") and are enforceable by law. These provisions supersede all previous agreements, oral or written, unless explicitly amended in writing by both parties.

1. ACCEPTANCES

The undersigned representative of Client affirms they have full authority to enter into this Agreement. Client agrees to provide Contractor with all necessary assets, materials, credentials, approvals, access, and reasonable cooperation to complete the Services.

Contractor agrees to:

  • Perform all work in a professional and timely manner;

  • Use best efforts and industry-standard practices;

  • Meet all outlined deadlines and expectations where reasonably possible.

2. WARRANTY

Contractor warrants that:

  • All services will be performed professionally and in good faith;

  • Work will not infringe on the rights of third parties;

  • Contractor holds full rights to assign the work to Client as deliverables;

  • Work complies with all laws, regulations, and licensing requirements.

Disclaimer: Unless otherwise stated, deliverables are provided "as-is." Contractor disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.

3. CONFIDENTIALITY & NON-DISCLOSURE

Both parties agree to protect each other's Confidential Information. "Confidential Information" means any nonpublic, sensitive, or proprietary data disclosed under this Agreement. Confidentiality obligations survive for three (3) years after termination.

Disclosure compelled by law requires reasonable advance notice when legally allowed. Each party is responsible for breaches by its employees, agents, or contractors.

4. OWNERSHIP AND LICENSES

Unless otherwise agreed, all deliverables are "work-for-hire" and become Client property upon full payment.

If any deliverable does not qualify as work-for-hire under applicable law, Contractor assigns all ownership rights to the Client upon full payment. Contractor retains the right to use completed, non-confidential work in promotional portfolios unless prohibited by written agreement.

5. NON-SOLICITATION

Contractor and Client agree not to solicit or hire each other’s employees, vendors, or contractors for a period of one (1) year following the end of this Agreement without prior written approval.

6. INDEPENDENT CONTRACTOR

Contractor is an independent entity and not an employee, partner, or agent of Client. Contractor is solely responsible for its own taxes, insurance, licenses, and legal obligations.

7. TERM & TERMINATION

Either party may terminate this Agreement with seven (7) days' written notice. Immediate termination is allowed in the case of breach of contract with a five (5) day cure period.

Upon termination:

  • Client is responsible for payment for all completed work and authorized non-cancelable expenses;

  • Ownership of work transfers only after full payment is made;

  • Contractor retains all rights to work until paid in full.

8. PAYMENT TERMS

Payment is due within fifteen (15) calendar days of invoice. Contractor may suspend services for late payments.

Late payments will incur a finance charge of 1.5% per month on unpaid balances. Payment obligations are non-cancelable, and fees are non-refundable unless otherwise agreed.

9. EXPENSES

Client agrees to reimburse all reasonable, pre-approved business expenses incurred by Contractor. Reimbursement must occur within fifteen (15) days of invoicing.

10. CHANGES

Any scope change, timeline adjustment, or pricing modification must be approved in writing by both parties prior to implementation.

11. SCOPE OF WORK & LIMITATION OF LIABILITY

Services are defined by the current Boxland Media Rate Sheet or a signed Scope of Work. Additional services, revisions, or overages outside of agreed scope may be billed at current add-on rates or $100/hour.

Contractor’s total liability for damages shall not exceed fees paid by Client under this Agreement. Neither party is liable for incidental, indirect, or consequential damages.

12. ATTRIBUTION & PORTFOLIO RIGHTS

Client agrees not to misrepresent authorship of any work produced by Contractor. Contractor may use completed, non-confidential deliverables in its portfolio, on its website, or in marketing materials unless otherwise agreed in writing.

13. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Ohio. Any disputes shall be resolved in Franklin County courts.

14. FORCE MAJEURE

Neither party shall be held liable for delay or failure caused by acts of God, war, terrorism, pandemic, labor strikes, government regulation, or any event beyond reasonable control.

15. NOTICES

All notices must be delivered by email or U.S. mail to the addresses provided by each party. Notices via email are valid if no error is returned within 24 hours.

16. PROFESSIONAL CONDUCT

Both parties agree to maintain a respectful, harassment-free professional environment. Breach entitles the offended party to terminate the Agreement with full compensation for work completed.

17. DISTRIBUTION SERVICES

These additional terms apply where Boxland is responsible for digital distribution:

  • Distribution includes uploading approved deliverables to podcast platforms, YouTube, or OTT as scoped.

  • Client must provide all necessary access and logins in advance.

  • Distribution must occur within 60 days of content approval or be subject to expiration.

  • Boxland is not liable for algorithm changes, shadowbans, or publishing platform actions.

  • OTT distribution includes a 20% management fee unless otherwise agreed.

  • SEO support includes episode metadata only; full-site SEO or SEM are not included.

18. HOSTING SERVICES

If a Boxland staff member (including but not limited to Benjamin Neidenthal) is providing on-camera or voiceover hosting, this is a billable service at $100/hour, unless otherwise included in project pricing.

19. USE-IT-OR-LOSE-IT POLICY

Unless otherwise stated, all prepaid services must be used within six (6) months of invoice. Unused services after that time expire with no refund.

20. ENTIRE AGREEMENT

This Agreement, along with any associated proposal or Scope of Work, represents the full agreement between the parties and supersedes any prior agreements. All amendments must be in writing and signed by both parties.