Terms & Conditions of CMH Media Agency
Last Updated: August 4, 2025
1. Acceptance of the Terms
These Terms & Conditions (“Terms”) constitute a legally binding agreement between CMH Media Agency (“Agency,” “we,” “us,” “our”) and you, the individual or entity engaging our services (“Client,” “you,” “your”). By engaging, accessing, or using our professional services (“Services”), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
2. Key Definitions
Statement of Work (SOW): A separate document (also known as a Proposal or Scope of Work) that outlines the specific Services to be provided, deliverables, timelines, and fees for a given project.
Client Content: All materials, data, text, images, videos, logos, trademarks, and any other information provided by the Client to the Agency for use in the provision of the Services.
Final Deliverables: The final, unique creations produced by the Agency for the Client as part of the Services and specified in the SOW (e.g., a completed website design, a final piece of content, a campaign report).
Agency Intellectual Property: All methodologies, strategies, software, tools, code, processes, know-how, and pre-existing materials owned by or licensed to the Agency, used to provide the Services.
3. Scope of Services and Statements of Work (SOWs)
All Services to be provided will be detailed in an SOW, which must be approved in writing by both parties prior to the commencement of any work. In the event of a conflict between these Terms and an SOW, the terms of the SOW shall prevail solely with respect to the specific scope of that project.
4. Fees and Payment Terms
Fees: The Client agrees to pay the fees for the Services as stipulated in the relevant SOW.
Invoicing: Payment terms (due dates, methods, recurring payments) will be specified in the SOW or invoice.
Late Payments: We reserve the right to suspend the provision of Services and to charge late fees on overdue invoices to the maximum extent permitted by law.
Expenses: The Client shall reimburse the Agency for pre-approved expenses incurred in connection with the Services (e.g., ad spend costs, stock media licenses, or software purchases).
5. Client Responsibilities and Obligations
The Client understands and agrees that the success of the Services is a shared responsibility and fundamentally depends on its active collaboration and the quality of its own business offering. The Client agrees to:
Provide Content and Access: Timely provide all Client Content and necessary access (to platforms, accounts, etc.) for the Agency to perform the Services.
Warranty on Content: Warrant that it owns all rights, licenses, and permissions to the Client Content and that such content does not infringe upon any law or the rights of any third party.
Quality of Business Offering: Be solely responsible for the quality, legality, pricing, delivery, and support of its own products, services, or events.
Sales Process and Results Management: Assume full responsibility for its business operations. The Agency’s role is to apply marketing strategies; the responsibility to capitalize on the results (closing sales, managing event attendees, supporting app users, etc.) rests exclusively with the Client.
Approvals and Feedback: Provide timely feedback and approvals to prevent delays in the project timeline.
6. Intellectual Property Rights
Agency Intellectual Property: The Agency is and shall remain the sole owner of all its Intellectual Property. The Client is granted a limited, non-exclusive, non-transferable license to use the Agency’s Intellectual Property solely to the extent it is incorporated into the Final Deliverables.
Client Intellectual Property: The Client retains full ownership of its Client Content.
Ownership of Final Deliverables: Upon receipt of full and unconditional payment for the related Services, the Agency assigns ownership of the Final Deliverables to the Client.
7. Confidentiality
Both parties agree to keep confidential all proprietary information of the other party (“Confidential Information”) disclosed during the term of the agreement. This obligation of confidentiality shall survive the termination of the Services.
8. Term and Termination
Term: The agreement begins on the date of acceptance of the first SOW and continues until all Services have been completed and paid for.
Termination: Either party may terminate an SOW upon 30 days’ written notice. The Client will remain liable for payment for all Services performed and expenses incurred up to the date of termination.
Effects of Termination: Upon termination, the Client shall pay any outstanding balances, and the Agency shall deliver any work completed to date. The obligations of confidentiality, limitation of liability, and indemnification shall survive termination.
9. Disclaimer of Warranties
THE AGENCY APPLIES ITS PROFESSIONAL EXPERTISE AND BEST EFFORTS, BUT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESULTS. THE CLIENT ACKNOWLEDGES AND AGREES THAT MARKETING SUCCESS DEPENDS ON NUMEROUS FACTORS OUTSIDE THE AGENCY’S DIRECT CONTROL (e.g., market acceptance, competition, economic conditions, changes in digital platform algorithms, the quality of the Client’s offering, and its own sales process). THEREFORE, NO SPECIFIC OUTCOME IS GUARANTEED, INCLUDING BUT NOT LIMITED TO, SALES VOLUME, RETURN ON INVESTMENT (ROI), SEARCH ENGINE RANKINGS, OR A PARTICULAR CONVERSION RATE.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CMH MEDIA AGENCY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. THE AGENCY’S TOTAL, AGGREGATE FINANCIAL LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING FROM THE SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE CLIENT TO THE AGENCY UNDER THE RELEVANT SOW DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
The Client agrees to indemnify, defend, and hold harmless CMH Media Agency, its directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) the Client Content, including any claim of intellectual property infringement; (b) the Client’s products, services, or business operations; or (c) any breach of these Terms by the Client.
12. General Provisions
Governing Law and Jurisdiction: These Terms shall be governed by the laws of the State of Arizona. Any dispute shall be resolved through binding arbitration in Maricopa County, Arizona.
Force Majeure: Neither party shall be liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, pandemics, acts of war).
Entire Agreement: These Terms, together with the Privacy Policy and any applicable SOW, constitute the entire and exclusive agreement between the parties.
Severability: If any provision of these Terms is deemed unenforceable, the remaining provisions will remain in full force and effect.
13. Contact
For any questions about these Terms & Conditions, please contact us at:
Email: info@cmhmediaagency.com