Terms and Conditions

These Terms and Conditions will apply to the services to be provided by REINHART CONSULTING GROUP LLC DBA REINHART MARKETING (“CONTRACTOR”) as shown in the pages of an Agreement (i.e., “Estimate”, “Scope of Work”, or “Independent Contractor Agreement”).

1. NATURE OF RELATIONSHIP: By signing the Agreement, CLIENT and CONTRACTOR are not forming a joint venture, partnership or other type of business entity. CONTRACTOR is an independent contractor responsible for its own taxes, insurance, workers compensation, obligations to CONTRACTOR’s sub-contractors and similar obligations.
2. SERVICES: CONTRACTOR will provide the CLIENT with the services listed in the Agreement. CONTRACTOR will be responsible for the completeness, quality and timeliness of the services CONTRACTOR provides directly to CLIENT.
3. COMPENSATION / PAYMENT: CLIENT will pay CONTRACTOR promptly for the services provided in accordance with the Payment Schedule shown in the Agreement. If CLIENT does not pay the amount due under the Billing Schedule within 7 days after its due date, CONTRACTOR may terminate services to CLIENT by notifying CLIENT in writing, and after that CONTRACTOR may take legal action to collect all amounts owed.
4. CO-OPERATION: CLIENT will cooperate with CONTRACTOR in order to allow CONTRACTOR to complete the services shown in the Agreement in a timely and competent manner.  Delays will impact Project Schedule.
5. LOGIN CREDENTIALS: For security, CLIENT and CONTRACTOR agree to use strong passwords and keep that information confidential. After CONTRACTOR has completed and delivered the project, and all Compensation has been received from the CLIENT, the CONTRACTOR can provide login credentials to CLIENT upon request.
6. THIRD PARTIES SERVICE PROVIDERS: CONTRACTOR may provide some of the services indirectly.
  1. CONTRACTOR may arrange, manage and pay select third parties directly without CLIENT involvement.
  2. CONTRACTOR may set up arrangements directly between CLIENT and select third party providers, subject to CLIENT’s consent. CLIENT’s relationship with these third parties will be subject to agreements the CLIENT makes with them. CLIENT will pay for services provided by third parties promptly after CLIENT receives the invoice from those third parties.
7. WARRANTIES:
  1. The services defined as Scope of Work shall be performed by CONTRACTOR in accordance with and shall not knowingly violate any applicable laws, rules, or regulations.
  2. CLIENT recognizes and agrees that CONTRACTOR has made no implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever to CLIENT about future prospects or earnings, or that CLIENT will earn any money, with respect to CONTRACTOR’s project deliverables.
  3. CLIENT recognizes and agrees that Media Publishers and the creators and sellers of marketing software and analytics tools have made no implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever to CLIENT about future prospects or earnings, or that CLIENT will earn any money, with respect to CONTRACTOR’s project deliverables.
  4. CLIENT recognizes and agrees that “Ad Blockers” or other technologies may impact ad impression, visibility and performance.
8. RIGHTS OF OWNERSHIP OR COPYRIGHT:
  1. Any ideas, inventions, or processes that CONTRACTOR creates or any of CONTRACTOR’s ideas, inventions, designs or processes used in connection with the services will remain CONTRACTOR’s property. CONTRACTOR cannot assign these intellectual property rights to CLIENT.
  2. The final deliverables to the CLIENT as part of CONTRACTOR’s services will be the CLIENT’s property. CLIENT may choose to copyright text content produced for the final deliverables. The source of the text content may either be the CLIENT or what CONTRACTOR has written for the CLIENT as a final deliverable.
  3. CONTRACTOR will not claim ownership of deliverables after full payment has been received.
  4. CLIENT may not copyright or own:
    1. any stock artwork, audio or video licensed via the CONTRACTOR to use on this project. Those rights remain with the source or owner.
    2. any software used for the CLIENT’s website. Those rights remain with the source or owner.
    3. any programming code used for the CLIENT’s website since it may use methods that were licensed from another source. CLIENT may modify the code. CLIENT may not resell the code.
  5. If CLIENT provides any artwork, images, photography, text, documents, audio or video for CONTRACTOR to use in the project, it is the CLIENT’s responsibility to ensure that appropriate written consent and permission is acquired for use online or in other materials/media; and store the respective documentation/records long-term.
  6. CONTRACTOR will keep a copy of all digital assets used during the project for the purpose of future work with the CLIENT or emergency restoration. It will not be intentionally shared with competitors or other parties.
9. INDEMNIFICATION:
  1. At all times after the effective date of this agreement, the CLIENT shall indemnify the CONTRACTOR and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Contractor Indemnitees”) from all Claims that the Contractor Indemnitees may incur arising from:
    1. the CLIENT’s operation of its business;
    2. the CLIENT’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
    3. the CLIENT being accused of use copyright or trademark text, images, audio, video, photographs, documents, etc.
    4. the CLIENT’s breach of any of its obligations or representations under this agreement. However, the CLIENT is not obligated to indemnify the CONTRACTOR if any of these Claims result from the CONTRACTOR’s own actions or inactions.
  2. LAWS AFFECTING ELECTRONIC COMMERCE: From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the other Party and its Indemnities from any claim, suit, penalty, tax, or tariff arising from the other Party’s exercise of Internet electronic commerce.
10. EXCLUSIVITY: CONTRACTOR does not make any promise of exclusivity. CONTRACTOR may engage in other independant contractor activites for companies in the same or similar industry as CLIENT, during or after this project.
11. CONFIDENTIALITY: If CLIENT gives CONTRACTOR information that is not publicly available, CONTRACTOR will treat that information as confidential and not disclose or use it (except to complete the services) during our relationship and for one year after our relationship ends. If any confidential information is required/ordered by law to be disclosed to representatives of federal/state/local government and/or law enforcement, CONTRACTOR may disclose it to the extent necessary to comply with law. If any confidential information becomes publicly available after CLIENT gives it to CONTRACTOR, CONTRACTOR will no longer have an obligation to keep that information confidential.
12. ASSIGNMENT: Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
13. SUCCESSORS AND ASSIGNS: All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
14. FORCE MAJEURE: A party will be not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, extreme weather, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
  1. notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
  2. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
15. COUNTERPARTS / ELECTRONIC SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, PDF, smartphone, or other electronic medium shall have the same force and effect as an original signature.
16. SEVERABILITY / TERMINATION: CLIENT may end the relationship with CONTRACTOR before the completion of the services by telling CONTRACTOR in writing. CLIENT will pay CONTRACTOR for work completed to that point in the Billing Schedule – final payment is due within 5 business days. After payment CONTRACTOR will provide you all work product created in connection with the services, and return all confidential information CLIENT asks to be returned.
17. GOVERNING LAW:
  1. These Terms and Conditions and the related Agreement create legal obligations and rights that can be enforced in courts of law.
    1. CLIENT cannot assign CLIENT’s rights or delegate CLIENT’s obligations to anyone else unless CONTRACTOR agrees in writing.
    2. CONTRACTOR cannot assign CONTRACTOR’s rights or delegate CONTRACTOR’s obligations to anyone else unless CLIENT agrees in writing.
  2. New Jersey law will be used to interpret the meaning of this Agreement and Terms and Conditions.
  3. If the intent of this Agreement is not clear or should become subject to interpretation, CLIENT and CONTRACTOR may choose to to submit the matter to the American Arbitration Association for a determination, and to share the expense thereof equally.
18. CHANGES / AMMENDMENTS: Any changes to the Scope of Work or these documents must be in writing and signed by CLIENT and CONTRACTOR.
19. CONTACT: CONTRACTOR will contact CLIENT using the information listed in the Agreement. CLIENT will contact CONTRACTOR using the information in the Agreement.
20. ENTIRE AGREEMENT: This agreement constitutes the final agreement of the Parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
21. EFFECTIVENESS: This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.
22. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

This T&C document last updated: 11/28/2018