Bantamedia’s Contractual Terms of Service

Effective Date: January 1st 2026

1. SERVICES

Bantamedia (“Provider”) agrees to perform the Services as defined in any Proposal, Statement of Work, or Invoice (collectively, “Proposal”) for each Client. Client agrees to pay Provider in accordance with the Fees outlined therein.

• Relationship Between Parties Provider will act as an independent contractor under the terms of this Agreement. Nothing herein shall constitute the parties as employer/employee, partners, joint venturers, or participants in a joint undertaking. Provider is solely responsible for its own taxes and withholdings.
• Provision of Information Client shall promptly provide all information reasonably required for Provider to perform the Services. Delays in delivery shall not extend timelines or relieve Client of payment obligations, nor hold Provider liable for impacted execution.
• Restrictions on Use Unless predesignated as a White-Label Partner Agency, Services are for Client’s internal use only and may not be shared with affiliates or third parties.

2. CONFIDENTIALITY

• Proprietary Information Each party may access the other’s confidential information (“Proprietary Information”) during Services. Both parties agree to protect and not disclose, use, or disseminate such information except as necessary for the Agreement. This obligation survives indefinitely.

3. INTELLECTUAL PROPERTY, WARRANTY, AND INDEMNITY

• Ownership and License Provider retains all rights, title, and interest in work product until full payment. Upon payment, Client receives a perpetual, non-exclusive license for internal use. Provider warrants original work (subject to fair use) and non-infringement.
• Client Indemnity Client shall indemnify, defend, and hold Provider harmless from claims arising from materials/information provided by Client (e.g., inaccuracies, IP violations).
• Warranty and Liability Provider warrants qualified performance, compliance with laws, and no guaranteed results (e.g., rankings, coverage). Provider’s liability is limited to fees paid; no indirect/consequential damages. Client acknowledges variable external factors.

4. TERM AND TERMINATION

• Term Initial term is as specified in Proposal (typically 6 months minimum for results-driven work). Agreement continues until terminated per below.
• Termination for Breach Breach allows 5 days’ written notice to cure/terminate. Non-breaching party may pursue remedies, including attorney fees and costs.
• Termination Without Cause Not permitted during initial term to ensure consistent effort for measurable impact.
• Effects of Termination Client owes all fees for agreed Services (completed or in-progress). Provider may suspend Services immediately on breach/non-payment.

5. PAYMENT TERMS AND REMEDIES

Provider invoices monthly per Proposal. Payment due within 30 days.

• Overdue invoices accrue 3% late fee (max legal rate). Unpaid at 60 days = breach.
• Acceleration and Remedies On any breach (including non-payment), Provider may: (i) suspend Services (no timeline extensions); (ii) accelerate all remaining fees for the full term, making them immediately due; (iii) recover collection costs, attorney fees (pre/post-judgment), and interest at 1.5% monthly (or max legal).
• Royalties (if applicable): Quarterly payment; 3% weekly penalty on delays.

6. MISCELLANEOUS

• Applicability and Supremacy These TOS apply to all Services and are incorporated into every Proposal/Invoice. In conflicts, TOS prevail unless a signed writing explicitly modifies a specific provision.
• Amendments and Waiver No waivers unless written/signed. Provider may update TOS by posting at https://www.bantamedia.com/terms-of-service/; for ongoing projects, continued engagement/payment after 30 days’ notice constitutes acceptance.
• Governing Law and Jurisdiction Governed by Ohio law. Exclusive venue/jurisdiction in state/federal courts in Erie County, Ohio. Client consents to jurisdiction and waives forum objections. Prevailing party recovers reasonable attorney fees, costs, and expenses.
• Force Majeure No liability for delays beyond control (e.g., acts of God); affected party notifies promptly.
• Severability and Entire Agreement Invalid provisions limited/minimized; remainder enforceable. This (with Proposals) is the full agreement; prior understandings superseded.

7. PROMOTIONAL RELEASE

Client grants Provider rights to use non-sensitive work samples, branding, and testimonials for portfolio/marketing (positively only).

8. NON-COMPETE / NON-CIRCUMVENTION

Client shall not reengineer or replicate Provider-developed products/ideas to bypass agreed revenue shares.Erie