3980 Tampa Road, Suite 205, Oldsmar, Florida, 34677
Updated: 14 December 2024
These terms and conditions (“Agreement”) govern the relationship between Gulf Coast Brands LLC (“Agency”) and any client (“Client”) engaging the Agency for advertising placement services. By accepting these terms, the Client agrees to the following:
1. Definitions
1.1. “Agency” refers to Gulf Coast Brands LLC, its employees, agents, contractors, and affiliates.
1.2. “Client” refers to any individual, firm, or entity entering into an agreement with the Agency for advertising placement services.
1.3. “Media Information” refers to the specifications, distribution details, and relevant information provided by the Agency related to advertisements or listings.
1.4. “Contract Price” means the total amount agreed upon for the advertising services.
1.5. “Force Majeure” includes, but is not limited to, acts of God, war, strikes, natural disasters, or events beyond reasonable control.
1.6. “Prepaid Placement” refers to advertising space that requires payment in full before publication or distribution.
1.7. “Commission-Based Placement” refers to advertising arrangements where payment is determined by performance metrics or affiliate commission structures.
2. Agency Services
2.1. Scope of Services: The Agency acts as an intermediary between the Client and media outlets, securing advertising placements on the Client’s behalf according to the Client’s requirements and budget.
2.2. Media Buying Authority: The Client authorizes the Agency to negotiate and secure advertising placements with media outlets, publishers, and digital platforms as specified in written campaign briefs or insertion orders.
2.3. Campaign Management: The Agency will manage the implementation of advertising campaigns, including scheduling, placement confirmation, and basic performance reporting.
2.4. Creative Services: Where the Agency creates advertising content on behalf of the Client, an additional production charge of 25% of the placement cost or a minimum of $600 will apply, only if specified in the relevant insertion order.
3. Payment Terms
3.1. Payment Methods:
- Prepaid Placements: Payment is due in full prior to the scheduled publication or launch date as specified in the insertion order.
- Standard Placements: Payment is due within 30 days (NET-30) from the date of invoice issuance.
- Commission-Based Placements: Payment terms will be outlined in the specific campaign agreement, including commission rates, tracking methods, and settlement periods.
3.2. Invoice Payment: All invoices are strictly net and exclusive of applicable taxes. The Client shall make payments without unauthorized deductions.
3.3. Late Payments: Interest may be charged on overdue payments at a rate of 2% per month, calculated from the due date until payment is received. The Agency reserves the right to suspend ongoing campaigns until payment status is resolved.
3.4. Debt Recovery: The Client shall reimburse the Agency for reasonable costs incurred in debt recovery, including legal fees, collection agency fees, and administrative costs.
4. Placement Types and Special Terms
4.1. Email Placements: Slots purchased within email newsletters or marketing communications are subject to the specific publisher’s distribution schedule and audience metrics. The Agency cannot guarantee precise delivery timing or open rates.
4.2. Advertorial Content: Sponsored content or advertorials placed in publications are subject to editorial review and potential modification to meet the publisher’s content standards. The Client will have final approval of content before publication.
4.3. Affiliate and Commission Arrangements: For performance-based placements, the Agency will provide tracking methods and regular reporting. Payment calculations will be based on the tracking system specified in the campaign agreement.
4.4. Digital Advertising: For programmatic, social media, or search engine marketing placements, campaign parameters including budget pacing, targeting, and optimization strategies will be outlined in the campaign brief.
5. Content and Compliance
5.1. Client Responsibilities: The Client warrants that all materials and content provided are lawful, non-defamatory, and free from intellectual property infringements.
5.2. Compliance Standards: All advertisements must comply with applicable laws, industry standards, and media outlet guidelines. The Agency reserves the right to recommend modifications to content that may not meet these standards.
5.3. Indemnity: The Client agrees to indemnify the Agency against any claims, damages, or legal costs arising from content that violates applicable laws or regulations.
5.4. Approval Process: The Client must approve all advertising materials prior to publication. Timely feedback is essential to maintain campaign schedules.
6. Modifications and Adjustments
6.1. Campaign Modifications: Changes to active campaigns must be submitted in writing. The Agency will implement requested changes as promptly as possible, subject to media outlet policies and technical limitations.
6.2. Scheduling Adjustments: The Client acknowledges that publication dates or digital launch schedules may shift by up to ±14 days based on media outlet scheduling. The Agency will notify the Client of any significant changes.
6.3. Force Majeure: Neither party shall be liable for delays due to Force Majeure events. In such cases, obligations will be suspended until the impediment is resolved. If delays exceed 45 days, either party may request renegotiation of the affected campaign elements.
7. Performance and Reporting
7.1. Reporting Standards: The Agency will provide standard performance reports for campaigns as specified in the insertion order. Additional custom reporting may incur extra fees.
7.2. Performance Expectations: While the Agency employs best practices to optimize campaign performance, specific metrics such as impressions, clicks, or conversions cannot be guaranteed unless explicitly stated in writing.
7.3. Optimization: For campaigns lasting more than 30 days, the Agency will conduct periodic performance reviews and make appropriate optimizations within the agreed campaign parameters.
8. Liability
8.1. The Agency’s liability for any direct loss or damage arising from its services is limited to the value of the affected campaign component.
8.2. The Agency shall not be liable for indirect, consequential, or incidental damages, including but not limited to loss of revenue or business opportunities.
8.3. The Client assumes responsibility for the accuracy and legal compliance of content provided for advertisements.
9. Disputes and Resolution
9.1. Performance concerns or issues must be submitted in writing within 14 days of campaign conclusion or issue identification.
9.2. The Agency and Client agree to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes may proceed to mediation or litigation in the courts of Hillsborough County, Florida.
9.3. Any dispute related to campaign performance does not justify withholding payment for services rendered.
10. Intellectual Property
10.1. All creative materials developed by the Agency remain its intellectual property unless otherwise agreed in writing with appropriate compensation.
10.2. The Client grants the Agency a limited license to use the Client’s logos, trademarks, and content provided for the purpose of fulfilling the Agreement.
10.3. Upon full payment for custom creative services, the Client may receive usage rights as specified in the insertion order.
11. Confidentiality and Data Protection
11.1. Both parties agree to maintain the confidentiality of proprietary information disclosed during the campaign planning and execution.
11.2. The Client consents to the processing of data provided for campaign purposes in accordance with the Agency’s privacy policy.
11.3. The Client warrants that any customer data shared complies with applicable regulations, including GDPR and CCPA where relevant.
12. Term and Termination
12.1. This Agreement remains in effect for the duration of the campaign(s) and any renewal periods agreed upon in writing.
12.2. Either party may terminate the Agreement if the other party breaches any material term and fails to remedy the breach within 14 days of written notice.
12.3. Early termination may result in reconciliation of costs incurred, with settlement terms to be negotiated in good faith based on work completed and commitments made to media outlets.
13. Jurisdiction
13.1. This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved in the courts of Florida.
For further inquiries, contact Gulf Coast Brands LLC.