Our Terms of Service
PMP Marketing Group, LLC (“PMP”) provides marketing services for law firms.
PMP’s Services.
PMP provides marketing services (the “Services“) described, in detail, in Statements of Work or Work Orders drafted by PMP and accepted by our clients to address our clients’ needs (each, an “Agreement”). To complete the Services, PMP may, as necessary, hire certain subcontractors, and notwithstanding anything to the contrary contained in these Terms of Service, PMP retains the right to perform the same or similar type services for third parties.
Client Approval
As requested by clients, PMP agrees to submit to our clients for approval any Deliverables (defined below) intended to be displayed, published, reproduced, distributed, or otherwise made publicly available. Client may provide written disapproval of any Deliverable; however, without such written disapproval, PMP will deem the Deliverable acceptable and proceed with its public release and implementation.
Client Materials.
To facilitate our services, our clients provide copies of or access to their or their clients’ information, documents, or other materials (“Client Materials”), as needed. Our clients remain the sole and exclusive owners of their respective Client Materials, including all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, and other intellectual property rights (the “Intellectual Property Rights”). PMP has no right or license to use Client Materials other than during the term of the working relationship and to the extent necessary to provide the Services. Our clients represent, warrant, and covenant that the Client Materials provided to PMP do not infringe or violate the publicity and privacy rights or any other Intellectual Property Rights of any third party, including our clients’ clients.
Confidentiality.
PMP and its clients may disclose or make available to the other party certain confidential information, including information related to its business affairs and services, materials relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). PMP and its clients agree to protect and safeguard the confidentiality of the Confidential Information and to not use Confidential Information, for any purpose other than to perform its obligations under the Agreements.
Non-Solicitation
PMP and its clients understand and acknowledge that each has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm. During the Term of an Agreement and for two (2) years following the Agreement’s termination, for any reason, PMP and its clients agree and covenant not to directly or indirectly solicit, hire, or recruit any employee or contractor of the other party.
Fees and Expenses.
Our clients may pay to PMP a combination of the three (3) fee structures described below. Unless otherwise provided in an Agreement, our clients agree to pay all PMP invoices within thirty (30) days of receipt, and our clients agree to pay for all reasonable travel and out-of-pocket expenses PMP incurs in connection with its performance of the Services, as defined by an Agreement. An interest charge of 1.5% per month will be applied to any unpaid balance following notice by PMP to client of past due payments. In the event of default, client agrees to pay all cost of collection, court costs, and attorney fees, whether suit is filed or not.
PMP invoices for specialized or discreet projects on a time and materials basis, and the related Agreement(s) detail the charges for material purchase, services, and work hours. PMP will invoice for these charges on a monthly basis, according to the Agreement.
PMP invoices for its Managed Services on a monthly basis. The Agreement details the amount of the monthly charge and the services provided for that charge.
As defined by the Agreement, PMP may calculate its fees for Marketing Services as fifteen percent (15%) of gross marketing budget that PMP manages (“Gross Budget”). PMP receives invoices from third-party media organizations and service providers on both Gross Billing and Net Billing terms.
For those media organizations and service providers that invoice PMP on Gross Billing terms (i.e., net due to provider plus PMP Fees), PMP Fees are calculated by taking the Gross Billing amount and multiplying by .15 (or 15%). By example, if a third-party billboard provider bills PMP $10,000 for a billboard campaign and a television station bills PMP, for the same client, $50,000 for a television commercial campaign, then that client’s Gross Budget for Marketing Services is $60,000, and PMP’s Marketing Services fee would be $9,000.
For those media organizations and service providers that invoice PMP on Net Billing terms, PMP’s fees for Marketing services will be calculated by taking the Net Billing amount and dividing by .85 (or 85%, which is 100% of the Gross Budget, less 15% Marketing Services fee). By example, if a third-party paid search provider bills PMP $10,000 for a paid search advertising campaign and a paid social media provider bills PMP, for the same client, $10,000 for a paid social media campaign, then that client’s Gross Budget for Marketing Services is $23,529, and PMP’s Marketing Services fee would be $3,529.
For instances in which PMP bills fees on a commission basis, PMP invoices for its Marketing Services once PMP receives invoicing from third-party media organizations and service providers. The client shall remain solely responsible for all advertising charges. PMP’s payment obligation is subject to sequential liability and limited accordingly; PMP shall make payments to vendors only after, and to the extent that, PMP has received corresponding payments from the client. Furthermore, if required to provide the Services, our clients authorize PMP to charge their credit card, and our clients agree that such authorization extends through the term of the Agreement.
All applicable Sales tax will be invoiced in accordance with Federal and State guidelines.
Deliverables.
Our clients own all worldwide rights, titles, and interests in and to PMP’s written, graphic, coded, audio, and visual materials and other work product in final form delivered to our clients, including all Intellectual Property Rights therein (collectively, the “Deliverables“). All Deliverables protectable under United States copyright law shall be owned by our clients as “works made for hire” as defined in Section 101 of the United States Copyright Act.
Provided, however, our clients’ ownership of the Deliverables is subject to the rights of third parties whose materials or services are contained in the Deliverables (for example, stock footage, photos, music, and software) (“Third-Party Materials“), or PMP’s materials created prior to, or independent from, its performance of Services under an Agreement, and all methodologies, software, applications, processes or procedures that PMP uses, creates, or develops in the general conduct of its business, (“Pre-Existing Materials”).
Further, PMP represents, warrants, and covenants that our clients will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind and that none of the Services, Deliverables, or our clients’ use thereof infringes or violates the publicity and privacy rights or any other Intellectual Property Rights of any third party.
Unless otherwise agreed, PMP reserves the right to reproduce, publish, and display our clients’ Deliverables in our portfolios and websites for the advertisement of PMP’s Services.
Disclaimer & Non-Reliance.
Except as noted, PMP and its clients expressly disclaim any implied or express warranty between each party. Furthermore, each party acknowledges that it has not relied upon any representation or warranty made by the other party, or any other person on such party’s behalf, except as specifically provided in an Agreement.
Indemnification.
PMP and its clients agree to indemnify and hold harmless the other party, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any and all losses, damages, claims, actions, or judgments, of whatever kind, including attorney fees and costs (“Losses”) arising out of or resulting from any third-party claim alleging the indemnifying parties’ breach of any representation, warranty, covenant, or other obligation set forth in these Terms of Service. A party must file any action arising from an Agreement no later than two (2) years after the claim accrues. PMP and its clients waive the right to file an action arising from an Agreement under any longer statute of limitations.
Limitation of Liability.
Under no circumstance will either PMP or its clients be liable to the other for consequential, incidental, indirect, exemplary, special, or punitive damages of any kind, regardless of whether such damage was foreseeable. Further, each party’s aggregate liability arising out of or related to an Agreement, under any theory, shall not exceed the total amounts paid for the Services under the relevant Agreement(s).
Force Majeure.
Neither PMP nor its clients will be liable for any delay or failure to perform its obligations under these Terms of Service or any Agreement to the extent such delay or failure results from causes beyond reasonable control of the affected party, including, without limitation, acts of God, natural disasters, fire, flood, earthquake, storm, way, terrorism, civil unrest, labor disputes, governmental orders, public health emergencies, power or internet outages, third-party platform disruptions, failure of suppliers or media platforms, or any other similar cause beyond that party’s reasonable control (each, a “Force Majeure Event”). The affected party shall provide prompt written notice of the Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable. Deadlines and delivery dates shall be extended for a period equal to the duration of the Force Majeure Event.
Choice of Law and Forum.
Florida law governs all matters arising out of or relating to an Agreement, under any theory. Likewise, PMP and its clients agree that the courts having jurisdiction in West Palm Beach, Florida will have exclusive jurisdiction over any action, litigation, or proceeding arising from the parties’ relationship and/or an Agreement. The parties further agree that any final judgment resulting from such action is conclusive and may be enforced in other jurisdictions. Finally, each party waives any right it may have to a trial by jury for any controversy arising from the parties’ relationship and/or an Agreement.
Relationship of Parties.
Nothing in these Terms of Service or an Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, exclusive relationship, employment, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
Updates to Terms of Service.
PMP may revise these Terms of Service periodically. The most current version will always be posted at pmpmg.com/terms-of-service/. If PMP makes material changes that affect active client Agreements, PMP will notify Clients via email or written notice.