Exhibit A

  1. Service: The Client desires Stoney Creek Creative (“SCC”) at PO Box 31074, Knoxville, TN 37930, to perform and SCC agrees to perform one or more of the following services as described in the Estimate: HubSpot services including onboarding for new subscribers, workflow development, sales automation, email marketing, and training; lead generation services such as cold email campaigns, search engine optimization, and social media management; and any other work in accordance with the Estimate (collectively referred to as the “Services”; these Terms and Conditions, along with the Estimate, comprise the “Agreement”)..
  2. Term: The Initial Term of this Agreement commences on the date the Client signs the Estimate (“Effective Date”) and will continue until the completion of all responsibilities outlined in this Agreement. The Initial Term will last for the number of months specified in the Estimate from the Effective Date.
  3. Payment: The Client agrees to pay SCC as outlined in the Estimate. Payments are made via ACH or credit card only on a monthly basis through the end of the term, regardless of where SCC is in the delivery schedule.

    1. Out-of-Pocket Expenses: Any out-of-pocket expenses, including but not limited to messengers, overnight delivery charges, and travel expenses, will be billed in addition to the fees listed in this Agreement, provided the Client has approved such expenses in advance.
    2. Changes in Scope: Any changes in scope, configuration, specifications, or requests for services not specifically listed in this Agreement will require a revised estimate of the fees. Such revisions will be submitted to the Client as a Change Order. Upon Client approval, the Change Order will amend this Agreement, subject to its terms and conditions.
  4. Limited Warranty: SCC warrants for a period of thirty (30) days from the acceptance of services that the Services will function as described in this Agreement. However, SCC does not guarantee that the Client’s use of the Services will be uninterrupted or error-free.
  5. Ownership of Software:  

    The Client acknowledges and agrees that all materials created or provided by SCC are the property of SCC until full payment is received. No rights or ownership of any materials shall be transferred to the Client until this condition is met.

  6. Copyrights, Trademarks and Releases:  

    The Client agrees that SCC shall not be liable for any copyright or trademark infringement caused by content supplied by the Client. The Client certifies that any materials provided have full releases and licenses. Additionally, SCC ensures that any materials supplied by it have full releases and licenses.

  7. Final Version of Software:  

    The Client will have the opportunity for a final review of the Services upon completion. The Client agrees that SCC will not be liable for any typographical or contextual errors present in the final version provided to the Client. Modifications made after acceptance of the final version may incur additional charges.

  8. Disclaimer of Warranties and Limitation of Liability: 

    1. SCC provides Services on an “AS IS” and “AS AVAILABLE” basis without express guarantees of quality or functionality. Except as stated herein, the Client assumes all risks related to the Services. SCC disclaims all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. In cases of performance or nonperformance by SCC, the Client's sole remedy shall be a refund of a pro-rata portion of the price paid for any Services not provided.

    2. SCC will not be liable for any damages arising from the use or inability to use the Services, except for intentional acts by SCC personnel. Liability for unauthorized access or alterations to the Client’s data or any consequential damages is expressly limited. The maximum liability for any cause will not exceed the amounts paid by the Client to SCC during the one-month period preceding the incident.

  9. Termination:
    1. Either party may terminate this Agreement at the end of the term by providing at least 30 days written notice prior to the end of any term.
    2. Upon termination, any payment obligations accrued will become due immediately. If payment is not received within fifteen (15) business days from termination, SCC may remove all materials obtained from the Client.
    3. If the Client terminates this Agreement before the end of the Initial Term or any Renewal Term, the Client shall pay the following early termination charges:
      1. One hundred percent (100%) of the remaining amount due for the term;
      2. One hundred percent (100%) of any waived fees or discounts for services under this Agreement.
    4. SCC may suspend or terminate this Agreement if the Client breaches any term and fails to remedy the breach within three (3) days of notice. Additionally, SCC may terminate without notice under circumstances that threaten the integrity of its services or for compliance with legal requirements.
    5. Survivability:  Upon expiration or termination of this Agreement, all provisions shall continue to bind the Parties.
    6. Acceptance:  All terms and conditions of this Agreement override any contrary terms or conditions, whether preprinted or otherwise, unless expressly accepted in writing by SCC.
    7. General:  The Client hereby acknowledges and agrees to the following:
      1. Any notice regarding this Agreement must be in writing and delivered by hand, email, or certified mail to the addresses provided herein. Either party may change its address with proper notice.
      2. A waiver of any breach of this Agreement does not constitute a waiver of any subsequent breach. In the event of collection efforts or legal action to enforce this Agreement, the prevailing party is entitled to recover costs, attorney’s fees, and legal expenses.
      3. No changes to this Agreement are valid unless in writing and signed by both parties, or as expressly provided within this Agreement.
      4. This Agreement shall be governed by the laws of the State of Tennessee.
      5. The Estimate detailing payment amounts and term length is incorporated herein as part of this Agreement.

Last Updated: 09/20/2024