Veteran Vibes & Crestline Logistics Agreement
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Scope of Terms & AgreementThis document outlines the terms and conditions for Veteran Vibes LLC and aims to protect both the Company and the Client. It covers topics such as marketing consulting services, fees/payment terms, recurring billing, modifications, intellectual property ownership, warranties, disclaimers, liabilities, privacy/security, and termination.
Project Scope, Deliverables, Deadlines, and Pricing
The project scope, deliverables, deadlines, and pricing can all be found in the approved project proposal, Statement of Work (SOW) or by official written correspondence (email, text). By signing below and agreeing to these terms, you acknowledge that you have received a form of approved project proposal/statement of work/official correspondence as well as understand and agree with the project scope, deliverables, deadlines (when applicable) and pricing terms.
Agreement
THIS AGREEMENT (“Agreement”), dated below (the “Effective Date”), is between Veteran Vibes LLC (“Company”), a New York Limited Liability Company, located at 16 Jones Drive, Schenectady, NY 12309, and Crestline Logistics / Crestline Auto Transport ("Client"). The Company and Client are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
"Agreement" means this written contract between Company and Client."Marketing Consulting Services" includes but is not limited to PPC campaign management, data analytics, SEO improvements, brand strategy, website maintenance, reporting & analytics, and digital marketing strategy development."Intellectual Property Rights" means:(a) Rights in any patent, copyright, trademark, trade dress, and trade name;(b) Related registrations and applications for registration; and(c) Trade secrets, know-how, and goodwill."Retainer Structure" means a recurring monthly payment reserving a set number of consulting hours for marketing services.
2.1 Scope of ServicesThe Company agrees to provide ongoing marketing consulting services as agreed upon in a separate proposal, written correspondence (email, text), or retainer agreement. The specific tasks covered under this Agreement may include but are not limited to:
2.2 Service Availability & Client ResponsibilitiesThe Client acknowledges that their active participation and communication are required for successful project execution. The Client is responsible for providing all necessary materials (branding assets, website access, ad accounts, etc.) required for the Company to perform services.
2.3 Modifications to ScopeAny modifications to services must be requested in writing and agreed upon by both parties. Additional work beyond the agreed-upon retainer or pre-approved tasks will be billed at an hourly rate of $100/hour unless otherwise negotiated.
3.1 Retainer StructureThe Client agrees to a monthly retainer of $75/hour for 13 hours per month, with any additional hours billed at $100/hour. Unused retainer hours do not roll over. Each request has a minimum billable time of 0.5 hours. An hourly log can be provided upon request for transparency.
3.2 Additional Services Beyond RetainerIf additional work is requested beyond the agreed 13-hour retainer, these extra hours will be billed at $100/hour, with approval from the Client.
3.3 Payment ScheduleRetainer fees are due at the beginning of each month. Invoices for additional services beyond the retainer will be issued at the end of the month, with each payment due within 7 days of invoice.
3.4 Rush, Holiday, and After-Hours Work. Company reserves the right to charge Client an additional $50/hr for work and/or communication that Client requires under the following circumstances:
Work being completed under these circumstances will have a minimum of 1 hour of billable time.
3.5 Late Payments & Non-PaymentIf payment is more than 7 days late, the Company reserves the right to:
4.1 Ownership of WorkThe Client retains full ownership of all advertising accounts, branding assets, and marketing data. However, any proprietary tools, templates, or methodologies used by the Company remain the intellectual property of the Company.
4.2 License to Use Reports & DeliverablesThe Company grants the Client a non-exclusive, perpetual license to use any Data Studio reports, strategy documents, or other deliverables provided under this Agreement.
5.1 No Guarantee of ResultsThe Company will provide marketing consulting services to the best of its ability but makes no guarantee of specific business outcomes such as lead generation, increased revenue, or improved search engine rankings.
5.2 Third-Party Platforms & RisksThe Company is not responsible for third-party platform policies (e.g., Google Ads, Facebook Ads, web hosting providers) that may impact ad performance, suspensions, or other restrictions.
5.3 Limitation of LiabilityClient further agrees that the company shall not be liable to the client or any third party for any loss of profits, loss of use, interruption of business, or any direct, indirect, incidental, or consequential damages of any kind, whether under this agreement or otherwise, even if the company was advised of the possibility of such damages or was grossly negligent. Modifications made to the client’s website by the client or any third party void any remaining express or implied warranties. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to the client. In such jurisdictions, the company's liability is limited to the greatest extent permitted by law.
5.4 Third-Party Transactions at Client's PerilThe parties expressly recognize that the company does not operate, control, or endorse any information, products, or services on the internet, and that any entities offering such information, products, or services are not affiliated with the company. The company does not make any express or implied warranties, representations, or endorsements to the client or any third party regarding any information, products, or services provided through the company and obtained or contracted over the internet, including, without limitation, warranties of merchantability, fitness for a particular purpose, effort to achieve purpose, quality, accuracy, non-infringement, quiet enjoyment, and title.
The company shall not be liable to the client or any third party for any cost or damage arising either directly or indirectly from any transaction involving third-party information, products, or services. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to the client. In such jurisdictions, the company’s liability is limited to the greatest extent permitted by law.
6.1 Termination Without Cause The Company reserves the right to terminate this Agreement and all associated services at its discretion, without cause, by providing the Client with thirty (30) days’ written notice. If the Company terminates the Agreement before any approved work has commenced, the Client will receive a full refund of any upfront payments made. If termination occurs after work has begun but before final acceptance of deliverables, the Client will be entitled to a pro-rata refund based on work completed.6.2 Termination for CauseThe Company reserves the right to immediately terminate this Agreement, without prior notice, if the Client fails to fulfill any material obligation outlined in this Agreement, including but not limited to non-payment, breach of contract, or engagement in fraudulent or unlawful activity. In such cases, no refund will be provided. The Company also reserves the right to use self-help remedies as permitted by law, including but not limited to removing access to services or suspending active campaigns.
6.3 RefundsUnder no circumstances is the Client entitled to a refund of payments already made, except as explicitly provided in section 6.1. The Company, at its sole discretion, may offer refunds on a case-by-case basis.
6.4 Fees Owed to CompanyUpon termination for any reason, the Company retains the right to recover all outstanding payments for services rendered up to the termination date. The Client waives any right to offset or withhold payment for any outstanding balance.
6.5 Client IndemnificationThe Client’s obligation to indemnify and hold the Company harmless as outlined in this Agreement shall survive termination and remain in effect beyond the termination date.
6.6 Transition AssistanceIf the Client requests assistance in transferring hosting, domain management, or other related services to a new provider after termination, the Company may provide transition support at a rate of $75 per hour. This includes, but is not limited to, communication with the new provider, preparation of necessary files, and administrative support. All transition-related fees must be paid within seven (7) days of invoicing.
7.1 Confidential InformationBoth Parties agree to keep all proprietary information confidential and not disclose it to third parties. Confidential information includes but is not limited to:
7.2 Compliance with Data Protection LawsThe Client is responsible for ensuring compliance with privacy laws related to customer data collection, including GDPR, CCPA, and other applicable regulations. Company may assist by providing tools that manage these regulations, but shall not be held liable or responsible for any violation of these laws.
8.1 Arbitration ClauseIf a dispute arises that cannot be resolved through negotiation in thirty (30) days, both Parties agree to binding arbitration in Albany County, New York, per the rules of the American Arbitration Association (AAA).
8.2 Governing LawThis Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.
9.1 Independent Contractor StatusThe Company is an independent contractor and is not an employee, partner, or joint venture of the Client. The Client is not responsible for withholding taxes or benefits for the Company.
9.2 Assignment & DelegationThe Parties recognize that the Client has retained the Company's services for the Company's development capabilities, although the Company may use another entity or sub-contractor to complete work. Company may delegate parts of its duties under this Agreement to any other person, entity, or sub-contractor.
9.3 Entire AgreementThis Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
9.4 SeverabilityIf any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
9.5 Insurance Client agrees to obtain and maintain during the term of this Agreement all insurance coverage necessary to guard against all risks of loss that may arise out of, or relating to, this Agreement, including business interruption insurance.
9.6 Knowing Consent and Authority to ConsentThe Parties knowingly and expressly consent to the foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective Party.
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Signed by Nelson VanDenburgh Signed On: February 4, 2025
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Document Name: Veteran Vibes & Crestline Logistics Agreement
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