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Indio by Big Rig Media Work Order Agreement

Contract of work order agreement as of 8/25.

Agreement

In consideration of the mutual covenants set forth in the attached Work Order and below, Customer and Big Rig Media LLC (“Big Rig”) hereby agree as follows:

  1. Development of Web Site, Digital Media, and/or Print Media, as expressly set forth above in the Work Order as services to be provided under this Agreement (the “Media”). The “Media,” as used hereunder, shall not include any third-party service fees, digital marketing services fees, licensing fees, equipment costs, raw materials costs, or any other charges incurred by Big Rig in connection with the Services, all of which shall be billed to Customer separately, unless such fees and charges are expressly set forth in this Agreement. Big Rig agrees to provide the Media, which shall be determined and agreed upon according to the needs and requirements of Customer in accordance with the recommendations made by Big Rig.
  2. Delivery of Media. Big Rig will use reasonable diligence in the development of the Media and shall endeavor to deliver the Media to Customer in operational form no later than _________________. Customer acknowledges that the foregoing date, and any other deadlines or payment milestones hereunder, are only estimates and are not required delivery dates, and that all deadlines and milestones are dependent upon Customer’s timely provision of any assets, materials, and/or approvals necessary to complete the Media for delivery. Customer further acknowledges that, at various stages of the development of the Media, Customer’s approval of text, layouts, colors, logos, or other visual content in connection with the Media will be necessary prior to Big Rig’s moving forward with further development, and that Customer’s failure to provide such approvals on a timely basis will cause corresponding delays in the delivery of the Media. Accordingly, Customer agrees that any failure or delay by Customer in rendering approvals required for delivery of the Media shall not diminish or delay Customer’s payment obligations under this Agreement.
  3. Digital Marketing Services; Limited Agency. Following delivery of the Media, Big Rig will provide:

(a) in all cases, web site development and hosting; and

(b) if included in the Work Order, pay-per-click advertising campaign management and paid agency social campaign management (through e.g., Google, Facebook) through its Big Rig Express web site as a service (WaaS) platform on an annual subscription basis. Customer shall authorize Big Rig to use Customer’s credit card or ACH authorization to (i) purchase marketing space in accordance with the Media budget (which may be adjusted by Customer in its discretion, including to zero, through Customer’s written notice to help@bigrigmedia.net, which adjustment will be effective ten (10) business days from the date of such notice), and (ii) pursuant to Section 5 below. The Media budget may be exceeded to the extent variable fees charged by digital marketing providers – e.g., Google, Facebook – exceed the budgeted purchase amount, and all media budget expenses (including overages) are non-refundable once the related order has been placed. In connection with providing services hereunder, Big Rig has the right to utilize contractors, third-party companies, and vendors selected by Big Rig at its sole discretion to complete or support the completion of the work at hand. Purchased work from such vendors shall be made under such terms as Big Rig deems in its sole discretion as acceptable. Big Rig will be responsible for all cost associated with such vendors, unless Customer agrees to bear that cost on the Work Order.

  1. Ownership Rights. Customer shall retain all intellectual property rights in any text, images or other components or ideas it owns and transmits to Big Rig for use in the Media. Customer shall hold the copyright for the version of the Media as delivered, together with any subsequent modifications to the Media, and Customer’s copyright notice may be displayed in the Media. Customer shall maintain ownership of any domain name(s) owned by Customer and supplied to Big Rig for development of the Media. Any domain name(s) registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. Big Rig will not register domain names in Big Rig’s name. Customer shall retain the right to move domain name(s) owned by Customer to other host servers not owned by Big Rig after the expiration of any hosting agreement between Big Rig and Customer. Customer shall retain the right to establish other domain names that, when accessed by users, will redirect web traffic to the Media. Customer shall retain ownership of all social media handles. Notwithstanding the foregoing, Big Rig (a) shall hold all right, title, and interest, including copyrights, in and to any source code, objects code, programming, and/or original artwork or designs created for the Media, unless Customer and Big Rig have otherwise agreed in writing; and (b) is the sole owner of any Google, Facebook or other agency social media accounts through which the Media may be featured to service ads while Big Rig is hosting the Media, and the fees Customer pays to Big Rig hereunder include payment for a non-exclusive, worldwide license to operate the Media through such Big Rig agency social media accounts during the term of such hosting relationship.
  2. Compensation. For all of Big Rig’s services and other amounts chargeable to Customer under this Agreement, including the delivery of the Media, Customer shall compensate or reimburse Big Rig in the amounts set forth on the Work Order using a credit card and shall execute a credit card authorization form for such purpose, or by authorizing Big Rig to make ACH debits. Annual web site hosting subscription fees are payable in advance. The launch date, and billing for subscription website services, will be deemed to have occurred 12 weeks from the signing date of this Agreement if Customer has not yet communicated with or provided Big Rig with content. In the event Customer fails to make any of the payments hereunder (including declined credit card transactions), and does not cure such failure within ten (10) business days after receiving written notice of such failure, Big Rig has the right, but is not obligated, to pursue any or all of the following remedies: (A) charge Customer’s credit card or ACH account accordingly, (B) terminate the Agreement, (C) remove any Media hereunder from servers owned by Big Rig, to the extent such Media are hosted by Big Rig, (D) pause or cancel any Customer ad networks established by Big Rig on Customer’s behalf, (E) declare immediately due and payable any and all Customer indebtedness and liabilities to Big Rig and its affiliates under any agreement or arrangement with Customer, and (F) bring legal action, all of which remedies are cumulative and non-exclusive. All Big Rig services provided to Customer shall be terminated, and the Media shall be disconnected, after 42 days of Customer non-performance. There shall be no refunds of any payments, including annual subscription fees, unless otherwise set forth in the Work Order.
  3. Limited Warranty and Limitation on Damages. Big Rig warrants the Media will conform to the Work Order and to any specifications incorporated by reference herein (the “Specifications”). If the Media do not conform to the Specifications, Big Rig shall be responsible to correct the Media without unreasonable delay, at Big Rig’s sole expense and without charge to Customer, to bring the Media into conformance with the Specifications; provided, however, that Customer shall be responsible for correcting any non-conforming Media, including without limitation, Media containing typographical errors, to the extent Customer has given its previous, express approval thereof. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Big Rig does not warrant that the Media will work on all platforms. Customer acknowledges that Big Rig is not responsible for the results obtained by the Customer through its use of the Media, and does not guaranty any level of search engine optimization success. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of part or all of the consideration paid to Big Rig as set forth in the Work Order.
  4. Term and Termination. This Agreement shall be effective as of the date of the Work Order and shall remain in force for a period of one year from the Media launch date, unless otherwise terminated as provided herein. Thereafter, the Agreement may be terminated by Customer with 60 days prior written notice, during which 60 day period this Agreement will remain in full force and effect. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party (Customer’s being in payment default under another agreement with Big Rig being a material breach of this Agreement), provided that, during the thirty (30) days period, the breaching party fails to cure such breach. Big Rig may terminate this Agreement for convenience with 90 days prior written notice to Customer. Following termination and payment in full, Big Rig shall return to Customer its print design and logo design final files. Prior to the Media launch date, Customer may, at its sole option, terminate any or all development work outstanding, or any portion thereof, immediately upon written notice. Upon receipt of notice of such termination, Big Rig shall invoice Customer for all development performance that has been completed through such date, and Customer shall pay Big Rig for all work performed. Subject to Section 4 above, Big Rig shall collect, and upon payment of the invoice described above shall deliver to Customer, whatever work product and deliverables then exist in a manner reasonably prescribed by Customer. Big Rig's remedies hereunder include the right to remove the Media from the internet. Sections 4, 5, 6, 7, 8 and 9 shall survive any termination of this Agreement and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors, and assigns.
  5. Indemnification. Each party warrants that all content provided by it for use in the Media is legally owned by, or licensed for use hereunder to, such providing party. Each party agrees to indemnify and hold harmless the other party from any and all claims brought by any third party relating to any aspect of the Media provided or caused by the indemnifying party, including, but without limitation, any and all demands, liabilities, losses, costs and claims including reasonable attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer or Big Rig, infringement, and defective products sold via the Media.
  6. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of Customer and Big Rig and their respective successors and assigns; provided, however, that Big Rig may not assign any of its obligations under this Agreement without Customer’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction and venue shall be in the Los Angeles County, California superior courts or, if applicable, in the Federal courts located in Los Angeles County, California, and Customer consents to the jurisdiction of and venue in such courts. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual and reasonable attorney’s fees and costs, including expert witness fees.
  7. 10. Online Terms and Conditions. The terms and conditions in this Agreement may be updated by Big Rig from time to time by the posting of them and any changes to them on its website. Customer will be notified in writing of material changes to the terms and conditions thirty days prior to the effectiveness of the material change. Customer’s continued use of the products and services delivered pursuant to this Agreement after the thirty day period shall constitute Customer’s acceptance of those changes.
Document Ref: 2QYSG-TYRNH-Y4X4Y-W44UC