Terms of Service

Last Updated: April 14, 2025

This document outlines the terms and conditions governing the provision of services between Travis Holliday (“Service Provider” or “Agency”) and the Client (“Client”). By engaging the Service Provider, the Client agrees to the following terms:

Agreement Formation

This Agreement shall be considered entered into and legally binding when any of the following occur:

  1. Payment is Made: Client renders payment for an invoice issued by the Service Provider.
  2. Request for a Proposal: Client formally requests a proposal from the Service Provider for specific services.
  3. Provision of a Project Estimate: Service Provider provides a written or verbal project estimate to the Client, and the Client indicates acceptance or proceeds with the work based on that estimate.
  4. Work Request: Client submits a written or verbal request for services to the Service Provider, and the Service Provider commences work or acknowledges the request in writing.

This Agreement may be further defined or supplemented by a Master Services Agreement (“MSA”) if one exists between the parties. In the event of any conflict or inconsistency, the order of precedence shall be: (1) any executed Statement of Work, (2) the MSA, and (3) this general agreement.

Services

  1. General Services: The Service Provider agrees to perform services for the Client with the degree of care and skill ordinarily exercised by professionals in the respective field.
  2. Statement of Work (SoW): For specific projects, the services to be performed by the Service Provider will be described in one or more Statements of Work (SOWs). Each SOW will outline the project overview, objectives, process, milestones, fees, expenses, work schedule, and billing schedule specific to that project.
  3. Productized Services: Some services offered by the Service Provider may be ‘productized,’ meaning the specific details and deliverables are outlined in a general service description or offering rather than a project-specific Statement of Work. These service descriptions will detail the scope, features, and associated fees.

Compensation for Services

  1. Fees: In consideration for the Services, the Client shall pay the Service Provider fees as set forth in the applicable Statement of Work or as communicated for ‘productized’ services. All applicable sales, use, or value-added taxes are the responsibility of the Client.
  2. Retainer: For ongoing support, the Client may agree to a monthly retainer fee, payable in advance. The specifics of the retainer, including the scope of work covered and any limitations, will be outlined separately. Unused retainer hours may not roll over to the next month.
  3. Payment Terms: Invoices will be issued as outlined in the Statement of Work or agreed upon separately. Payment is due within the number of calendar days specified on the invoice. Late payments may be subject to a monthly service charge as permitted by law. The Service Provider reserves the right to withhold deliverables or suspend work if accounts are not current.
  4. Expenses: Client shall reimburse the Service Provider for all reasonable and documented out-of-pocket expenses incurred in connection with the Services, including but not limited to those specified in the MSA or a specific agreement.
  5. Full Payment Condition: All grants of any license to use or transfer of ownership of any intellectual property rights are expressly conditioned upon receipt of payment in full, including all outstanding fees and expenses.

Client Responsibilities

The Client agrees to perform the following in a reasonable and timely manner:

  1. Provide all necessary materials, information, and content required for the Services.
  2. Ensure that all provided information is accurate, truthful, complete, and legally sound.
  3. Provide timely feedback and approvals on deliverables. Coordinate any decision-making with other relevant parties.
  4. Be responsive to communications from the Service Provider.

Intellectual Property

  1. Ownership by Creator: By default, the Service Provider (as the creator) retains ownership of the intellectual property in the work created for the Client.
  2. Transfer or License: The transfer of copyright to the Client can be conditioned on complete payment and must be outlined in a written agreement, such as the SOW or a specific intellectual property provision. Various intellectual property options, including licenses for limited or exclusive use, assignment of rights, and work made for hire, may be agreed upon. Only upon full payment will the agreed-upon rights transfer or license become effective.
  3. Client Content: All Client Content remains the sole property of the Client. The Client grants the Service Provider a nonexclusive license to use the Client Content solely for the purpose of providing the Services.
  4. Work Product: All design artifacts, software code, plans, diagrams, models, and other work product created by the Service Provider in performing the Services are the property of the Client upon full payment, except for certain non-client-specific work and designer tools which remain the property of the Service Provider, with a perpetual license granted to the Client for the latter.

Confidentiality

Both parties agree to hold each other’s confidential information in trust and not disclose it to third parties without prior written consent. This obligation survives the termination of this Agreement. The Client shall also maintain the confidentiality of the Service Provider’s payment rates and the terms of any other Agreement other than this.

Term and Termination

  1. Term: This Agreement shall commence upon the occurrence of any of the agreement formation events outlined in Section 1 and shall continue until the completion of all Services or as otherwise agreed upon.
  2. Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with prior written notice as specified in the MSA or other agreement (if no MSA, then typically fifteen (15) days).
  3. Termination for Breach: Either party may terminate this Agreement if the other party breaches any of its material obligations and fails to remedy such breach within a period of 10 days after receiving written notice. Failure to pay invoices when due shall be considered a material breach.
  4. Effect of Termination: Upon termination, the Client shall compensate the Service Provider for Services performed up to the date of termination, including any outstanding expenses. In the event of termination by the Client for convenience after work has commenced, the Client may be liable for an early termination fee or other agreed-upon cancellation charges.

Dispute Resolution

The parties agree to attempt to resolve any disputes arising under this Agreement through good-faith negotiation. If negotiation fails, the parties may pursue mediation or binding arbitration in a forum mutually agreed upon. The prevailing party in any dispute resolution process may be entitled to recover its attorneys’ fees and costs.

Independent Contractor

The Service Provider is an independent contractor, and nothing in this Agreement shall be construed to create an employment relationship, partnership, or joint venture. The Service Provider is solely responsible for all applicable taxes and withholdings.

Non-Exclusivity and Non-Solicitation

  1. Non-Exclusivity: The Client acknowledges that the Service Provider may provide similar services to other clients, including competitors of the Client. Similarly, the Client is free to engage other service providers.
  2. Non-Solicitation: During the term of this Agreement and for a period of 2 years thereafter, neither party shall solicit or hire the employees or subcontractors of the other party without prior written consent.

Changes to Scope of Services

Any changes to the scope of Services outlined in an SOW or service description must be agreed upon in writing by both parties and may result in adjustments to the project timeline and fees. Additional work outside the original scope will be billed separately only after we have agreed what those fees will be.

Pauses

The Client may request a temporary halt to work on a project (“Pause”) by providing written notice to the Service Provider, including the projected length of the Pause. The Service Provider will use commercially reasonable efforts to accommodate the Pause, but cannot guarantee immediate resumption of work. If the total duration of Pauses exceeds a period of 15 days, additional fees may apply. A prolonged Pause may be treated as a termination of the Agreement.

Progress Reports

The Service Provider will provide interim progress reports as reasonably requested by the Client. The frequency and detail of these reports will be determined based on the project and the Client’s needs.

Entire Agreement

This document, together with any applicable Master Services Agreement, Statements of Work, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to its conflict of law provisions.

Modification

No modification or amendment of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.