1. Content Creation, Digital Marketing, Cost & Payments: These terms will go into effect after the purchase of any of Spotlights services. In the case of a new client, there may be a two-week delay “planning period” in which Spotlight gets to know your brand, collects specific assets, and schedules the first content shoot. 

 

2. Term of Agreement: The client agrees the term of this agreement will be for the duration of all ongoing subscriptions as well as services provided on a retainer basis. 

 

3. Content: The client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Spotlights efforts. 

 

4. Managing Client's Internal Resources: The client agrees that Spotlight will have the lead and be in charge of content creation, or any other work/task that is essential to fulfilling the agreed-upon content package or retainer-based project.  

 

5. Authorization: The client agrees (if needed) to give Spotlight access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Spotlight will use its best efforts to secure and protect all passcodes. Only authorized representatives of Spotlight will be allowed to access passwords only on an as-needed basis. 

 

6. Copyrights and Trademarks: The Client represents (informs) Spotlight and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Spotlight for inclusion in web pages, social media, etc. Client agrees to hold harmless, protect, and defend Spotlight from any claim or suit arising from the use of such elements furnished by the Client. 

 

7. Work Credit: The client agrees to allow Spotlight to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Spotlight services to other companies. 

 

8. Assignment of Project: Spotlight reserves the right to assign certain subcontractors to this project if it sees the need to do so to meet the requirements of this agreement. 

 

9. Non-Disclosure: Spotlight, its employees, and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non-public confidential information obtained about Spotlight to another party. 

 

10. Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Spotlight can make no guarantee on the results that may be received as a result of our work. Spotlight represents that in good faith it shall make every effort to ensure that the client's digital marketing is successful and leads are generated as a result of our work. Spotlight does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with the Client. In no event, will Spotlight be liable to the Client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Spotlight has been advised of the possibility of such damages. There will be no refunds.

 

11. Indemnity: The client does hereby expressly agree to indemnify and hold harmless Spotlight, its Owners, its principals, officers, employees, and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The client hereby waives any claims which, but for this waiver, it may have, or which it may hereafter acquire, against Spotlight, its Owners, its principals, officers, employees, and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project. 

 

12. Agreement Revisions: Revisions to this Agreement will be considered agreed to by Spotlight and Client when requested changes have been signed by both parties. 
13. Lawful Purpose: Clients may only use Spotlights delivered content for lawful purposes. Transmission of any material in violation of any Federal, State, or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials. 

 

13. Termination: Spotlight may terminate service under this agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and Thrive refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Spotlight for other collection costs and expenses it may incur. 

 

14. Entire Understanding: The agreement constitutes the sole agreement between Spotlight and the Client regarding the use of services. It becomes effective immediately after the purchase of any of Spotlight's services. 

 

15. Spotlight Media Vendors: In connection with the Services provided hereunder, Spotlight has the right to utilize contractors, third-party companies, and vendors selected by Spotlight at its sole discretion (each Vendor) to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms Spotlight deems in its sole discretion as acceptable (Vendor Terms). Spotlight will be responsible for all costs associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost. 

 

16. Time Frame for Deliverables: It is in Spotlight's best interest to capture and deliver content in the quickest time possible, however, official timelines are subject to change. Spotlight is not responsible for unagreed upon timelines expected from clients, and is only responsible for providing the agreed upon content in accordance with the monthly plan.

 

17. Kitchen Readiness and Cancelation: On video shoot days, the quality of your kitchen is important. The restaurant assumes responsibility for prepping the kitchen and restaurant atmosphere the way they want it presented on video when capturing cooking content. Spotlight is intended to highlight your food product items in the best light possible, and it is in our absolute best interest to avoid capturing any unappealing feature outside of the food item, Spotlight is not responsible for unacceptable footage on any grounds outside of the food product item ( example:  Kitchen feature, dirty grille). When filming/photographing food content we account for a 2-hour video shoot unless otherwise specified. In the event that a video/photography shoot has to be canceled, a 48-hour notice is required. If a 48-hour notice of cancellation is not given, Spotlight reserves the right in (some instances) to issue a $100 cancellation fee for time and travel, billed separately, and subject to late fees. A cancellation may also result in a delay of services as a result of rescheduling. Unpaid invoices assume a 1 percent late fee for every two weeks left unpaid. 

 

18. Client Collaboration & Content Protection: During the development stage of a client relationship, we encourage constructive criticism between us and our clients and open talk, this involves showing our clients our work and getting our work approved prior to posting. After a relationship is established, Spotlight operates most optimally with minimal involvement. Spotlight has the right to terminate a contract agreement if client involvement becomes too heavy and causes a continued disruption in our delivery process. Spotlight will NEVER sell your content. Content will only be released to predetermined administrators. Additional administrators can be added upon written request of the initial administrator. 

 

19. Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party. 

 

20. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan without regard to such state's principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Wayne County, Michigan, and all legal proceedings shall take place in Wayne County, Michigan. By electronically executing the proposal, you agree to all of the following terms and conditions.