Terms & Conditions

This Master Agreement for Digital Marketing Services (“Agreement”) is made effective as of (“Effective Date”), by and between Cadenza Media LLC (“Cadenza Media”), 888 Critchfield Street, Millersburg, Ohio 44654, and the client whose name and address is associated with the payment received by Cadenza Media (“Client”).

01 Acknowledgment

Client acknowledges that results from digital marketing efforts cannot be guaranteed, as outcomes depend on numerous factors outside Cadenza Media’s control.

02 Scope of Work

Beginning on the Effective Date, and upon the successful processing of Client’s first payment, Cadenza Media shall provide the services and products described in Addendum A attached hereto (collectively, the “Scope of Work”).

03 Term

The Term of this Agreement shall be as set forth in Addendum A, commencing on the Effective Date.

Month-to-Month: If Client selects a month-to-month Term, this Agreement shall continue on a month-to-month basis, with recurring monthly payments due in advance, unless terminated by either party upon thirty (30) days’ prior written notice. The initial month is non-cancelable once payment is made, but thereafter Client may cancel in accordance with this section.
Annual: If Client selects an annual Term, this Agreement shall continue for twelve (12) months, with recurring annual payments due in advance, and shall automatically renew for successive twelve (12) month periods unless either party provides thirty (30) days’ prior written notice of non-renewal prior to the end of the then-current Term. The initial annual Term cannot be canceled or shortened once payment is made.

No refunds shall be provided if Client elects to discontinue services prior to the end of the applicable Term or is otherwise unsatisfied with the services provided.

04 Payment

Client shall make recurring payments to Cadenza Media in accordance with the Term selected in Addendum A. Payments are due in advance of each Term, and no work will be performed until the first payment has been received and cleared.

Acceptance of this Agreement is deemed upon payment.

05 Refunds and Cancellations

Cadenza Media maintains a strict No Refund Policy. All payments made under this Agreement are final and non-refundable.

Month-to-Month Clients: Payments for the current month are non-refundable once made. Client may cancel at any time with thirty (30) days’ written notice. Services and billing will continue until the end of the 30-day notice period. No refunds or credits will be issued for unused portions of the current billing cycle.
Annual Clients: Payments for an annual Term are non-refundable once made. The Term cannot be canceled or shortened mid-year. However, Client may provide written notice of cancellation at any time during the current Term to prevent renewal for the following year.

If services are suspended or terminated due to Client’s breach of this Agreement (including violation of the Lawful Purpose clause or failure to make timely payments), all fees paid shall remain non-refundable, and Client shall remain responsible for any unpaid amounts due through the effective date of termination.

06 Non-Payment and Suspension

All fees are due and payable in accordance with this Agreement. If Client fails to make payment when due, Cadenza Media may suspend or withhold services until payment is received in full. If payment remains outstanding for more than ten (10) days, Cadenza Media may terminate this Agreement immediately.

07 Authorization / Client Materials

Client shall provide Cadenza Media with timely access to all accounts, platforms, and materials necessary to perform the Scope of Work, including content (text, images, videos, etc.) as reasonably requested.

Cadenza Media will use reasonable efforts to safeguard all credentials, which will be accessed only by authorized personnel and solely for purposes of performing services under this Agreement.

08 Intellectual Property and Work Credit

Project-Based Services (One-Time): Liability shall not exceed the total fees paid by Client for the specific project giving rise to the claim.

Recurring/Subscription Services: Liability shall not exceed the total fees paid by Client during the three (3) months immediately preceding the event giving rise to the claim.

09 Assignment of Work and Use of Contractors

Cadenza Media may, in its discretion, engage subcontractors, vendors, or third-party service providers to perform or support services under the Scope of Work. Cadenza Media shall remain responsible for the performance of such parties and for all related costs, unless the Client has agreed in writing to bear specific vendor expenses.

10 Independent Contractor

Cadenza Media is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership between the parties.

11 Indemnification and Limitation of Liability

Client shall indemnify and hold harmless Cadenza Media, its owner, contractors, and agents, from any claims, damages, or liabilities arising from Client’s materials, instructions, or use of services in violation of this Agreement.

To the fullest extent permitted by law, Cadenza Media’s total liability is limited as follows:

Client Materials. Client represents and warrants that all text, graphics, videos, photos, designs, trademarks, content, and other materials provided to Cadenza Media (“Client Materials”) are owned by Client or that Client has obtained all necessary rights and permissions to use them. Client agrees to indemnify, defend, and hold harmless Cadenza Media from any claims, damages, or liabilities arising out of or related to Cadenza Media’s use of Client Materials.
Work Product. All original content, designs, graphics, advertising materials, and other deliverables created by Cadenza Media (“Work Product”) shall remain the property of Cadenza Media until Client has paid all fees due in full. Upon payment, Client shall be granted a non-exclusive, royalty-free, perpetual license to use the Work Product for its business purposes.
Third-Party Assets. Client acknowledges that certain Work Product may include third-party assets (e.g., stock photos, software, fonts) subject to separate license terms. Client is responsible for securing its own licenses unless otherwise agreed in writing.
Work Credit. Cadenza Media may display the Work Product, along with Client’s name, website, and/or logo, in its portfolio, marketing materials, and promotional channels, provided that no confidential information of Client is disclosed.
Cadenza Media IP. Notwithstanding anything to the contrary, Cadenza Media retains all rights to its proprietary tools, processes, systems, know-how, and pre-existing intellectual property. No rights to such proprietary materials are granted to Client under this Agreement.

In no event shall Cadenza Media be liable for indirect, incidental, special, or consequential damages (including lost profits), even if advised of the possibility of such damages.

12 Lawful Purpose

Client shall use the services provided by Cadenza Media only for lawful purposes. Client shall not use, transmit, publish, or store any material that violates applicable Federal, State, or Local laws or regulations, including copyrighted, obscene, pornographic, profane, threatening, defamatory, or trade-secret-protected materials.

Cadenza Media may suspend or terminate services immediately, without liability, if Client engages in unlawful or prohibited use.

13 Disclaimer of Warranties

The parties acknowledge that the internet is neither owned nor controlled by any single entity and that results from digital marketing efforts cannot be guaranteed. Cadenza Media will use its best efforts, in good faith, to perform the services described in the Scope of Work, but makes no warranties, express or implied, regarding specific results, performance, or the uninterrupted or error-free operation of any deliverables.

Except as expressly stated in this Agreement, all services and deliverables are provided “as is” and at the Client’s risk.

14 Default

The following shall constitute a material default:

(a) failure to make any required payment when due;

(b) insolvency or bankruptcy;

(d) failure to deliver services under the Scope of Work in the required time and manner.

The non-defaulting party shall provide written notice of default, with five (5) calendar days to cure. If uncured, the non-defaulting party may terminate this Agreement and pursue remedies under law.

15 Remedies Cumulative

All rights and remedies under this Agreement are cumulative and may be exercised separately or together.

16 No Waiver

Failure to enforce any provision shall not be deemed a waiver of that provision or any other provision.

17 Force Majeure

Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by events beyond its control, including acts of God, fire, natural disasters, civil unrest, wars, labor disputes, or supplier failures.

If such event continues for more than thirty (30) days, either party may terminate upon written notice.

18 Notice

Any notice required or permitted shall be given in person or by certified mail, return receipt requested, to the addresses in the opening paragraph or as updated in writing.

19 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior agreements. No amendment shall be valid unless in writing and signed by both parties.

20 Construction and Interpretation

This Agreement shall be construed as if drafted jointly by both parties. No presumption shall arise based on authorship.

21 Severability

If any provision is held invalid or unenforceable, the remainder shall remain in effect.

22 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each deemed original. Electronic signatures shall be valid and binding.

23 Amendment

This Agreement may be amended only by written instrument signed by both parties.

24 Assignment

Client may not assign this Agreement without Cadenza Media’s prior written consent. Any attempt otherwise is void. Cadenza Media may assign in connection with a merger, acquisition, or sale of assets.

25 Attorney’s Fees

The prevailing party in any dispute shall be entitled to recover reasonable attorney’s fees and costs, including appeals.

26 Dispute Resolution, Governing Law, and Venue

Disputes shall first be submitted to non-binding mediation, with costs shared equally. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration under the American Arbitration Association (AAA) or another mutually agreed provider.

This Agreement shall be governed by Ohio law. The parties consent to the jurisdiction and venue of courts in Ohio for enforcement of arbitration awards or other permitted actions.

Addendum A

Scope of Work

Beginning on the Effective Date, Cadenza Media will provide any combination of project-based and/or subscription services as set forth in the applicable invoice or order form, tailored to the Client’s needs. Each service is billed separately, and cancellation of one service shall not affect other ongoing services.

Services offered include:

Workflow Automation
Website Design and Development
Domain registration, web hosting, maintenance, backup
Managed Google Business Profile
Newsletters
Mobile VIP Passes
Tech Consulting
Other services as agreed

Term and Payment

Project-Based Services (One-Time): Payment is due in advance unless otherwise agreed in writing. These services do not renew automatically.

Subscription Services (Recurring):

Month-to-Month: Initial Term is one (1) month, commencing on the Effective Date, and renews monthly unless either party provides thirty (30) days’ prior written notice. Note: Cancel anytime, but we recommend six (6) months to see full impact.
Annual: Initial Term is twelve (12) months, commencing on the Effective Date, and renews annually unless either party provides thirty (30) days’ prior written notice.

Recurring payments are due in advance of each Term in the amounts specified in the invoice or order form.

Last Updated: March 1, 2025