TERMS & CONDITIONS
1. ENGAGEMENT; SERVICES.
a. Engagement. Client retains MY TEAM® (hereinafter My Team) to provide services in accordance with these Terms.
b. Services. Without limiting the scope of Services provided to Client, My Team shall:
i. perform the Services set forth in the corresponding plan or order. However, if a conflict exists between these Terms and any term in a separate documented plan or order, these Terms will control;
ii. devote as much productive time, energy, and ability to the performance of its duties under these Terms as may be necessary to provide the required Services in a timely and productive manner;
iii. perform the Services in a safe, professional, and workmanlike manner at all times and with adequate equipment in good working order;
iv. communicate with the Client about progress My Team has made in performing the Services;
v. utilize its own tools, equipment, and supplies required to perform the Services, except if My Team’s work must be performed on or with the Client’s equipment;
c. Legal Compliance. My Team conducts its business in accordance with good practices prevailing in the Client’s industry, and in accordance with applicable laws, rules, and/or regulations for operating a private business. My Team shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
d. Client’s Obligations. Client shall make timely payments of amounts earned by My Team in accordance with these Terms and notify My Team of any changes to the corresponding plan or order that will affect My Team’s obligations under these Terms. Such requested changes must be submitted in writing at least 30 days before implementing said changes.
2. COMPENSATION.
a. Terms and Conditions. The Client shall pay My Team in accordance with the separate documented plan or order.
b. Expedite Fees. In the event Client requests last minute (with notice of 24 hours or less) production of any item, a minimum expedite fee of $100 may be charged to Client for processing. In the event that such fees apply, Client will be notified before work begins in order to pre-approve charges.
c. Expenses. Any internal office expense incurred by My Team or its staff in the performance of these Terms will be My Team’s sole responsibility. However, out of pocket expenses to third parties in support of Client, such as printing materials and other 3rd party services directed by Client, shall be borne by Client.
i. Email Database Charges. With respect to any plan or order that requires My Team use Client’s email database: Due to third party restrictions, My Team is only able to maintain Client email database(s) totalling a maximum of 2,000 email addresses at any given time. If Client’s database(s) exceed this maximum number of email addresses, additional fees may apply. In the event that such fees apply, Client will be notified before the database exceeds said limit in order to pre-approve charges.
d. Taxes. As a California corporation, My Team is solely responsible for payment of all income, social security taxes, and other employment-related, taxes incurred as a result of the performance of the Services by My Team under these Terms, and for all obligations, reports, and timely notifications relating to those taxes. The Client has no obligation to pay or withhold any sums for any taxes, local, state, or federal.
e. Other Benefits. My Team has no claim against the Client under these Terms or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
3. NATURE OF RELATIONSHIP; INVENTIONS
a. The relationship of the parties under these Terms is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by these Terms. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.
b. My Team has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. My Team and its personnel shall perform the Services, and the Client is not required to hire, supervise, or pay any assistants to help My Team perform those Services.
c. Client may download and reuse any published artwork created by My Team from Client social platforms. However, My Team retains all rights to artwork, templates, and other content designed, created, or published for Client marketing under this agreement. This includes but is not limited to email campaign templates, newsletter templates, social post templates, and "Listing Spotlights". Client is not permitted to copy, replicate, or modify any templates, designs, or graphics without the express written consent by My Team.
4. COPYRIGHT & TRADEMARKS.
My Team may use, reproduce, and distribute the Client’s service marks, trademarks, and trade names (if any) (collectively, the “Client Marks”) in connection with the performance of the Services as stated in a separate documented plan or order. Any goodwill received from this use will accrue to the Client, which will remain the sole owner of Client’s Marks. My Team may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair Client’s interest in Client Marks. My Team may not cause diminished value of the Client Marks through any act or representation. My Team may not apply for, acquire, or claim any interest in any Client Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of these Terms, My Team will have no further right to use Client Marks, unless the Client provides written approval for such use.
a. Limited Use of Copyright Images. My Team will make all reasonable efforts to ensure that imagery used in design and marketing materials for Client is obtained legally and holds the correct licensing. After transfer of materials to Client, Client is responsible for ensuring said rights remain in force and, should said rights be transferred to another party, Client is responsible for re-licensing the images from the new licensing party. My Team will not be responsible for notifying Client of any changes in said rights ownership after related services have been provided.
b. Logo and Artwork Creation’s Commercial Viability. My Team may create Logos, banners, and other related artwork for Client’s use in marketing their services for a fixed fee that does not include United States Patent Trademark Office searches for commercial viability. My Team does not verify if any artwork it creates can be commercially viable (whether the artwork can be copyrighted and/or trademarked). It is the sole responsibility of Client to have their legal counsel conduct copyright and trademark searches for commercial viability. In the event Client does receive notice from legal counsel that any My Team artwork must be modified to comply with such commercial viability in order to acquire copyrights or trademarks, My Team will make a revision to the artwork on a case-by-case basis, assuming said modifications are just that, “modification to the existing artwork. If Client requests completely new artwork, Client will be required to pay for another logo in accordance with logo pricing set forth at that time.
c. Use of Third Party Logos. My Team may be required to include Client’s Real Estate Brokerage logos and/or branding, which may be copyrighted and/or trademarked. It is the Client’s sole responsibility to obtain permissions for My Team to use any such intellectual property in accordance with Client’s Real Estate Brokerage’s policies. My Team will not be held liability for any infringement on any third party trademarks and/or copyrights provided by Client in accordance with Section 15: INDEMNIFICATION.
5. MUTUAL CONFIDENTIAL INFORMATION NON-DISCLOSURE.
a. Confidentiality. During the Term, My Team may be required to use its own confidential information in support of Client as well as needing to have access to or receive certain confidential information from Client that the Client so designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by My Team or Client as (“Confidential Information”). Confidential Information includes any information relating to either My Team or Client, pricing, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. My Team and Client will treat such Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill the obligations in these Terms. In addition, both My Team and Client shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
b. Exceptions. Proprietary Information shall not include information that (a) was already known to or independently developed by a Party prior to its disclosure as demonstrated by reasonable and tangible evidence; (b) shall have appeared in any printed publication or shall have become part of the public domain, except as a result of breach of these Terms by the receiving Party (c) shall have been received by the a Party from another party with no obligation of confidentiality to the disclosing Party.
These Terms do not require either party to disclose or receive Information.
c. Promotional Purposes. My Team may from time to time, with authorization, use the Client’s business entity and/or name for promotional purposes. This will not affect the confidentiality statements listed above. This is for the promotion of My Team’s services and advancement only.
6. OTHER ACTIVITIES.
During the Term, My Team is free to engage in other independent contracting activities.
7. RETURN OF PROPERTY.
Within 14 days of the expiration or earlier termination of these Terms, My Team shall return to the Client, retaining no copies or notes, all Client-provided products, samples, models, property, and documents relating to the Client’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by My Team during and in connection with its work with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, notebooks, and similar items relating to the Client’s business, remain the Client’s exclusive property.
8. FORCE MAJEURE.
Either party will be not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under these Terms by reason of fire, earthquake, flood, 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:
a. notify the other party of the Force Majeure Event and its impact on performance under these Terms; and
b. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under these Terms.
9. GOVERNING LAW.
a. Choice of Law. The laws of the state of California govern these Terms (without giving effect to its conflicts of law principles).
b. Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Los Angeles, California.
10. AMENDMENTS.
No amendment to these Terms will be effective unless it is in writing and signed by a party or its authorized representative.
11. COUNTERPARTS; ELECTRONIC SIGNATURES.
Ancillary to these Terms, and related documents entered into in connection with these Terms are signed when a Client’s signature is delivered by facsimile, email, or other electronic medium. Client’s signatures must be treated in all respects as having the same force and effect as original signatures.
12. SEVERABILITY.
If any one or more of the provisions contained in these Terms is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of these Terms, but these Terms will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by these Terms to be unreasonable.
13. NOTICES.
a. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by these Terms shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of these Terms: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email to My Team per the address stated at the beginning of this docment and for the Client per the detailed address as stated on the acknowledgement page of these terms.
b. Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
14. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
15. INDEMNIFICATION:
Client will, at its expense, defend, indemnify, and hold My Team harmless against all costs, expenses, liabilities, and damages (including but not limited to reasonable attorney fees) paid out in settlement of, or resulting from, a judgment awarded to a third party against My Team resulting from any claim that any information and/or media material infringe or misappropriate the intellectual property rights of any third party, and/or legal statutes and regulations provided that My Team: (i) gives prompt written notice of any such claim; (ii) allows Client to direct the defense and settlement of the claim; and (iii) provides Client with the authority, information, and assistance reasonably necessary for the defense and settlement of the claim.
a. For any and all email marketing campaigns provided by My Team for Client, My Team may use a 3rd party email marketing service. My Team assumes that all email lists provided by Client meet the regulations set forth by the latest version of the Federal Trade Commission’s CAN-SPAM Act. My Team does not verify, validate, or investigate Client email lists. Therefore, Client will, at its expense, defend, indemnify, and hold My Team harmless in the event that any 3rd party determines email lists or other data provided by Client to be conflicting with relevant laws or email use policies.
16. CONSEQUENTIAL AND INCIDENTAL DAMAGES
Neither party will be liable to the other for any special, conseqeuntial, and/or incidental damages or loss of profit including, but not limited to, loss of data and loss of turnover, whether based on breach of contract, tort (including negligence), product liability or otherwise and whether or not such party has been advised of the possibility of such damage.
17. ERRORS AND/OR OMMISSIONS.
My Team creates content for Client based on information that Client provides to My Team. Due to the unique nature of the Client’s assumed relationship with his/her Real Estate Brokerage, it is the Client’s sole responsibility to ensure that all marketing, design work, email blasts, social media campaigns, and/or other such items are in compliance with their Brokerage and Board rules and regulations. My Team’s sole obligation hereunder is to “create” content and not “approve” content. Therefore, all content created by My Team will always be submitted to Client for approval prior to publishing and/or printing. My Team will not be held liable for any errors and/or omissions resulting from Client’s ability, or lack thereof, to correctly review and approve My Team content for accurateness in any manner whatsoever. Client is solely responsible for any and all published content following Client’s approval to My Team to publish said content.
18. MISCELLANEOUS
a. Entire Terms & Conditions. These Terms (including any related separate documented plan or order) contains the full and complete understanding between the parties and supersedes all prior understandings, whether written or oral, pertaining to the subject matter hereof. The parties expressly acknowledge that any representation, promise or inducement by any party to any other party that is not embodied in these Terms is not part of these Terms; and Client hereby agrees that no party shall be bound or liable for any such alleged representation, promise, or inducement not set forth herein.
b. Assignment. My Team may not, directly or indirectly, in whole or in part, neither by operation of law or otherwise, assign or transfer these Terms or delegate any of its obligations under these Terms without the prior written consent of Client. Any attempted assignment, transfer or delegation without such prior written consent will be void.
c. Timely Replies to Requests for Approval. All marketing, design, copy, or similar proofs are submitted to Client for approval prior to publishing, printing, submitting, and/or sending. In the event Client does not approve said submittals on the same day they are requested, My Team cannot be held responsible for missed deadlines.
d. Social Network Account Access. For social media marketing, access to Client’s social network accounts, including user names and passwords, must be provided to My Team. As such, Client must be forthright and timely in providing such access to My Team in support of these Terms. It is recommended that Client produces a unique password for My Team use to ensure privacy.
i. Client is responsible for ensuring My Team’s access to Client’s social network accounts remains intact and active throughout the term of these Terms.
ii. If Client’s business is terminated for any reason whatsoever, it is the responsibility of Client to change its passwords to remove My Team’s access to said social network accounts. As such, My Team cannot be held liable for any unauthorized access to Client’s social network accounts after such termination occurs.
iii. In the event Client elects not to provide My Team with access to its social network accounts, and/or delays providing such access, there will be no deductions or waivers on any portion of the fees required by Client to pay My Team for the services as specified in the separate documented plan or order.
19. EFFECTIVENESS.
These Terms become effective upon the date of execution on the acknowledgement page by the Client.
20. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions these Terms contemplates or to evidence or carry out the intent and purposes of these Terms & Conditions.