Terms of Use, BDM Media Group LLC

Terms of Use Agreement

The following Terms of Use Agreement (“AGREEMENT”) is a contract between you or the entity you represent (“you” or “Client”) and BDM Media Group LLCs (“BDM Media Group”), a limited liability company organized under the laws of the state of Louisiana, with a mailing address at 2421 Robley Dr., Lafayette, LA. 70503, and an electronic address at info@bdmmediagroup.com

BDM Media Group offers digital marketing services. These services vary in scope and cost depending on the specific product program the Client subscribes to. The individual mix of services provided by BDM Media Group and the corresponding prices are detailed in the product descriptions (“PROGRAM”) at www.bdmmediagroup.com (“SITE”) and are subject to change at any time.

PART I – SCOPE

This AGREEMENT outlines the rights and obligations concerning any PROGRAM you subscribe to. Please review this AGREEMENT whenever you purchase a PROGRAM. BDM Media Group reserves the right to modify the AGREEMENT at its sole discretion.

By entering into this AGREEMENT, neither party is authorized as an agent, employee, or legal representative of the other. Except as explicitly outlined herein, neither party has the authority to control the other party’s activities and operations, and their relationship remains that of independent contractors.

  1. The PROGRAM encompasses all content created and/or licensed by BDM Media Group for the Client’s use, including but not limited to social media accounts, domain, server hosting, email, website content and code, text, videos, stills, images, logos, social media graphics, and continuous management and updates of all included elements. The PROGRAM may not be resold, downloaded, or distributed without BDM Media Group’s written permission.
  2. The initial fee for the PROGRAM is due upon sign-up, as outlined in the product descriptions on the SITE and reinforced in the discovery call. Fees are paid through credit card, debit card, or PayPal account on a monthly basis. Except when mandated by law, fees, once paid, are non-refundable. Sign-up is considered complete only after the initial payment has been received.
  3. The Client authorizes monthly subsequent fees to continue, as specified in the product description on the SITE. Except when required by law, subsequent fees, once paid, are non-refundable. The Client agrees to pay the specified fees for the PROGRAM to BDM Media Group via credit card, debit card, or PayPal account. Payments will proceed monthly until either party requests termination.
  4. The Client reserves the right to terminate the PROGRAM at any time by providing written notification to EMAIL at least 3 business days before the next PROGRAM subscription payment is due.
  5. BDM Media Group will aim to complete the development of the PROGRAM within 30 days of receiving the Customer Questionnaire; however, there is no guarantee or obligation to complete the project within this timeframe.
  6. PROGRAM prices are assured for the initial 12-month period. Following the initial 12 months, BDM Media Group has the right to revert to non-promotional pricing or reasonably adjust subscription costs to account for increases in business expenses. BDM Media Group will notify the Client of any changes in writing to the email address on file 30 days prior to any price alterations.
  7. Detailed terms and specifications for the PROGRAM are determined by the specific program selected, as described in the product description on the SITE at the time of sign-up. This includes, but is not limited to, social media platforms, posting policies, hosting, domain, SSL, email, website code, content, graphics, and more.
  1. If server and website maintenance are part of the specific PROGRAM parameters, they may include, but are not limited to, minor database and back-end modifications to the website, as well as essential updates to the server, security, code, and design as determined by BDM Media Group. Maintenance that may impact the hosting or availability of the PROGRAM will be performed during non-peak hours whenever possible. BDM Media Group will always strive to provide reliable and professional PROGRAM services to the Client.
  2. The Client is solely responsible for all information, licenses, and verification required to ensure that both the Client and their entity can legally operate within the United States and incorporate provided content and materials into the PROGRAM.

PART II – INTELLECTUAL PROPERTY RIGHTS

  1. All specific text, images, or information provided by the Client remain the Client’s property.
  2. The Client grants BDM Media Group a non-exclusive, revocable, royalty-free license to use the Client’s name, logos, trademarks, or devices (“Intellectual Property”) for the term of this AGREEMENT and the duration of the PROGRAM.
  3. The Client shall NOT resell, redistribute, duplicate, or modify any part of the PROGRAM to create separate social media accounts, a separate website, or for any other purpose without the prior written consent of BDM Media Group.
  4. All portions of the PROGRAM, excluding any specific text, images, or information provided by the Client, will remain the exclusive property of BDM Media Group during and after the termination of the program (unless otherwise stipulated). This includes, but is not limited to, logos, graphics, work files, programming, system coding, text, emails, and database information.

PART III – PROGRAM TERMINATION

  1. The Client has the right to terminate the PROGRAM at any time by sending written notification to EMAIL at least 3 business days before the next PROGRAM subscription payment is due.
  2. BDM Media Group reserves the right to terminate the PROGRAM at any time if the Client breaches any part of this AGREEMENT, including, but not limited to, non-payment.
  3. Monthly subscription payments are non-refundable and cannot be pro-rated for mid-month termination requests.
  4. Upon termination, BDM Media Group will relinquish rights to any text, images, or information supplied by the Client and remove all client-specific information from the portions of the PROGRAM created by BDM Media Group.
  5. Upon termination, all parts of the PROGRAM created by BDM Media Group (including logo design, graphics, content, and underlying code) shall remain the exclusive property of BDM Media Group.

PART IV – COPYRIGHT INFRINGEMENT

  1. Copyright infringement occurs when a copyrighted work is reproduced, distributed, performed, publicly displayed, or transformed into a derivative work without the permission of the copyright owner.
  2. Copyright infringement would occur if the Client inappropriately uses any portion of the PROGRAM, excluding any specific text, images, or information provided by the Client, without BDM Media Group’s written permission during or after the termination of the PROGRAM. This includes, but is not limited to, logos, graphics, work files, programming, system coding, text, emails, and database information. The PROGRAM cannot be used on another machine, moved, altered, or sold by the Client.
  3. Client understands that willful and documented copyright infringement will result in:
  • Issuance of a “Cease and Desist” demand
  • Charge for the repayment of original development cost (not charged for in monthly management fee). If payment is not received within the time frame set forth in the Cease and Desist demand, then Client will also be responsible for any associated collections and/or legal costs as applicable by law.
  • BDM Media Group LLC retains its right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you if such action is necessary or desirable.

PART V – WARRANTIES AND REPRESENTATIONS

  1. BDM Media Group LLC warrants and represents that:

The PROGRAM in its original unaltered form and used in full compliance with this AGREEMENT and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; or iii) be defamatory, libelous, pornographic, or obscene.

  1. Client warrants and represents that:

To the best of their knowledge and belief, the content and materials supplied by the Client for the purposes of the PROGRAM are not blasphemous, defamatory, or obscene and do not breach any applicable law or regulation. Client is solely responsible for all content that they provide for use in the social media accounts and/or website.

PART VI – INDEMNIFICATION AND LIABILITY

  1. Client agrees to indemnify and hold BDM Media Group LLC, its officers, employees, and managers, harmless against any damages or liability of any kind arising from any use of the PROGRAM other than the uses expressly permitted by this AGREEMENT. Client further agrees to indemnify BDM Media Group LLC for all costs and expenses that BDM Media Group LLC incurs if Client breaches any of the terms of this AGREEMENT.
  2. BDM Media Group LLC shall not be liable for any damages, costs, or losses arising as a result of content provided by the Client or the context in which Client uses the PROGRAM.
  3. Client agrees not to use abusive and unethical materials and uses; including, but not limited to, pornography, obscenity, nudity, gambling, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
  4. Client understands that they have the right to terminate PROGRAM at any time.
  5. Client understands that BDM Media Group LLC’s total maximum obligation and liability (the “Limit of Liability”) shall not exceed the cost of one month’s subscription payment as specified at sign-up in the product description on the SITE.

PART VII – NOTICE

Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email or first-class post to the receiving party. Any such notice shall be deemed to be effectively served as follows: first-class post is effective 72 hours after posting; email is effective on the next working day. It is the sole responsibility of the Client to maintain updated contact and payment information.

BDM Media Group LLC

2421 Robley Dr., Lafayette, LA. 70503

Phone: 337-909-4284

Information/Legal/Correspondence: info@bdmmediagroup.com

Website: www.bdmmediagroup.com

PART VIII – ADDITIONAL TERMS

  1. Any controversy or claim arising out of or relating to this AGREEMENT, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state of Louisiana. The language of the arbitration shall be English.
  2. This AGREEMENT shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This AGREEMENT is governed by and shall be construed in accordance with the laws of the State of Louisiana, without respect to its conflict of laws principles.
  3. If you are entering into this AGREEMENT on behalf of an entity, then you warrant and represent that you have the full right and authority to do so.
  4. If any individual term of this AGREEMENT is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these AGREEMENT, so that these AGREEMENT shall otherwise remain in full force and effect.
  5. It is expressly understood and agreed that this AGREEMENT is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this AGREEMENT as to third parties.
  6. Except as expressly set forth herein, BDM Media Group LLC grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in any part of the PROGRAM.
  7. All PROGRAM content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some PROGRAM content may contain elements that require additional clearance if it is modified or used in a particular context. If you make such modification or any part of the PROGRAM in such context, you are solely responsible for obtaining any additional clearances thereby required.
  8. Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement.

EFFECTIVE DATE: August 30, 2022