Scribe LLC Services Agreement
This is a Services Agreement between Scribe LLC (“we,” “us,” “our”) and any individual, entity, or organization that procures our content services (“you” or “your”). If you have any questions about this agreement, you can contact us here.
- Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to these terms, we can’t provide you with any services. This agreement is a binding contract between you and Scribe LLC (called "Scribe").
- Terms May Change: You should know that, periodically, we may change the terms and conditions in this document, including the amount of our fees. If we do change them, the new terms and/or pricing will become effective for you on the next date on which your services with Scribe are scheduled to renew. We’ll always give you at least thirty days to review these changes before new pricing and terms take effect.
- Payment: Our fee structure is simple: Full pay or monthly installments. Scribe accepts funds via checks, credit cards, direct transfers, wires, and PayPal. We use industry-standard third-party vendors to securely manage our payment system and your information.
Installment payments: First installments are charged at the beginning of the services engagement, and monthly thereafter. For agreements beginning after the first of the month, we'll invoice you on starting weekday and monthly thereafter.
Payment for invoices is due within 15 calendar days. Failure to pay invoices for monthly fees or expenses by the due date will allow us to discontinue services immediately until full payment is received.
- Out-of-Pocket Expenses: Out-of-pocket expenses will be billed in a separate expense invoice on a monthly basis and will be due upon receipt. Included in this invoice will be any charges of less than $1,000 for additional social media software, tools, or services, travel, messenger service, postage, local transportation, entertainment (i.e. breakfast meetings) and any additional basic administrative costs that may be accrued while working for you. Expenses over $1,000 may be billed directly to client for payment and will be pre-approved by you.
- Services: Under your plan, we’ll provide the services as described in your content proposal and the Scope of Work that generally includes writing, editing, creating, and advising on digital content and content marketing strategies.
For any third-party software or services that we help you set up, if we stop providing services to you for any reason, we’ll provide you with all login credentials for the account(s).
- Additional Services: Any additional content, design, digital + social media services or components to be provided by us to you will require additional Scopes of Work and agreements. Each Scope of Work/Work Order shall include a description of the services and fees to be agreed upon by both parties.
- Reporting/ Records: We will maintain complete and accurate records of all Services performed on your behalf of and will endeavor to supply reasonable supporting details as you may reasonably request. We will maintain such records for a period of at least six months after termination of our Agreement.
- No Guarantee of Results: Your organization must be structured such that it can accept the content and work provided, and use it meaningfully. Additionally, we make no guarantee about the number of leads, sales, conversions, click-throughs, impressions, or any return on investment resulting from our work with you.
- Content Ownership, Rights, and Intellectual Property: Any content that we write, edit, create or add to your website are owned by you forever. We grant you a non-exclusive license to use that content on your site (but we grant no other rights). Note that nothing in this paragraph grants you any rights to our own website or the content on it.
- Confidentiality: Both parties shall treat any information and data belonging to or disclosed by the other party or any of its agents or representatives as confidential and safeguard it accordingly. Neither party shall use or disclose any trade secrets or confidential information belonging to the other party to any other person without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of the Agreement or except where disclosure is otherwise expressly permitted by the provisions of the Agreement. Both parties shall maintain all confidential information unless the other party confirms it has been made publicly available or must be disclosed by the law prior to the date of this Agreement from a source other than the disclosing party or from a third party free from obligation.
- Adding code: In the event that we are required to add any code to your website, you agree to provide us with any information that we need to accomplish this goal. We will not share or otherwise disclose this information to anyone outside of the company at any time.
- A/B Testing: In the event that we undertake A/B testing for content, we may at times be required to implement small changes to your content to examine your users’ responses to those changes. You acknowledge that those changes might have a negative impact on how users interact with your content, including impacts on sales, leads, conversions, click-throughs, etc. You further acknowledge that any live changes made to your website by you during the course of any A/B Testing may make the collected data, and thus conclusions drawn from it, inaccurate. You agree that Scribe isn’t and won’t be liable for any losses or liabilities arising from A/B testing performed in your marketing content or on your web site.
- Limitation on Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE, ANY CONTENT THAT WE ADD OR PUBLISH ON YOUR SITE, ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO SCRIBE BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification: You agree to indemnify, defend, and hold Scribe, its owner and agents harmless against any third-party claims of copyright, trademark, trade secret, or other intellectual property infringement brought against Scribe for using any of the materials that you provide to us to perform services for You or otherwise resulting from any breach by You of this agreement. In other words, if someone sues us for working with material that you’ve provided to us, you agree to pay our legal fees and any losses or liabilities that we might suffer as a result.
- Publicity: Referrals are how we're able to get work in the future, and we love showing off any major victories. You grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name and/or logo; the work that we did for you, described generally; and the relative impact that our work had on your business (e.g., X% increase in clickthroughs allowed company Y to sell more T-shirts). You also grant us the right to link to your website. The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context. Changes to these rights should be agreed upon in writing before you make your first payment.
- Business Hours: Scribe is a digital business, and we are generally open during standard business hours of 9am-5pm EST, but that doesn’t mean we do all of our work during these rat-race business hours. The best way to reach us is generally by replying to us through email correspondence received in your inbox, or here. We take the following days off: January 01, Martin Luther King Jr. Day, Memorial Day, July 03, July 04, Labor Day, Thanksgiving, Black Friday, December 24, December 25, and December 31. We agree to put in a reasonable effort to reply to anything Scribe-related within 24 hours and during normal business hours, but outside of those times we're probably going to live our lives and be awesome to our friends and families.
- Independent Contractor: Scribe is an independent contractor to you/your organization. By entering this contract, we don’t intend to create a joint venture or partnership, or become one of your employees. Neither of us are granted any rights to control the other or to enter into agreements on the other’s behalf.
- Not Exclusive: We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.
- Non-Solicitation: During the term of this Agreement and for a period of one year following termination or expiration of this Agreement, neither party shall induce or solicit any employee of the other party to leave their respective employer. Should either party breach its obligation herein, the defaulting party shall pay to the other party an amount equal to one year of the monthly fee as liquidated damages.
- Representations and Warranties: We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE, SCRIBE, MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”
- Assignment: In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assigns, executors and administrators.
- Waiver: If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement based on a different breach.
- Modification: This agreement can only be modified by a writing signed by both of us.
- Severability: If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.
- No Third Parties: This contract is only intended to benefit you, the client, and Scribe, not any third party.
- Force Majeure: We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other event beyond our control prevents us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.
- Governing Law/Forum Selection: Wyoming law governs this contract. We both agree to resolve any disputes exclusively in the state or federal courts located in Wyoming and not anywhere else. You submit to the personal jurisdiction and venue of those courts.
- Headings: Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.
- Entire Agreement: This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us, if any.
Updated May 8, 2017