This Agreement is entered into this day, by and between TNT Marketing Operations, LLC, an Alabama limited liability company doing business as Consofta (“TNT”), and Client Doing Business with TNT, hereinafter referred to as (“Client”) (collectively the “Parties”).
TNT provides digital marketing, website design, hosting, automation, and related strategic and technical services (“Services”).
Client desires to engage TNT for such Services as described in Exhibit A, attached hereto and incorporated herein.
Client agrees to engage TNT to perform the Services outlined in SCALE Essentials or SCALE Accelerate or SCALE Elite.
All payments are due upon receipt of the invoice unless otherwise stated. Payments not received within five (5) days after the due date will accrue interest at 1.5% per month (or the maximum permitted by law).
1.1 Payment Processing:
All payments shall be processed using the payment method on file, including credit card, debit card, or ACH transfer. TNT may, at its discretion, accept other forms of payment on a case-by-case basis.
Declined, expired, or returned payments may result in additional $35 processing fees and delays in the delivery of services.
1.2 Term Activation:
This Agreement and its terms become effective immediately upon purchase or execution of the initial payment, whichever occurs first. Access to Consofta systems or services may be suspended for late or failed payments.
Upon full payment, Client will own the completed and assembled deliverables specifically created under this Agreement, including design, graphics, text, and HTML source code.
TNT retains ownership of proprietary methods, templates, frameworks, and licensed materials used in production.
Stock photos, software licenses, and code libraries remain the property of their respective owners.
Client acknowledges that TNT cannot guarantee specific business results such as increased revenue, lead volume, or search engine ranking due to factors beyond TNT’s control. TNT provides best-effort services consistent with industry standards.
Client agrees to provide all necessary materials (copy, imagery, logins, approvals, etc.) within thirty (30) days of TNT’s request.
Delays in providing materials or approvals may extend project timelines and result in additional charges at $150/hour.
TNT is not liable for any delays or damages resulting from Client’s inaction.
4.1 Timely Communication:
Client agrees to maintain timely and responsive communication throughout the duration of this Agreement. Failure to respond within five (5) business days to TNT requests, approvals, or content needs may result in project delays or deemed approvals.
Client shall review and approve project milestones promptly.
If Client fails to respond within the requested timeframe, such silence shall constitute approval.
Any requested work not included in SCALE Essentials or SCALE Accelerate or SCALE Elite, or changes made after approval, will be billed at $150/hour plus any related costs. Written approval from Client is required before commencement of out-of-scope work.
Client is solely responsible for ensuring compliance with all applicable laws, including those governing e-commerce, privacy, taxes, and advertising. TNT shall not be held responsible for Client’s failure to comply with any legal obligations.
TNT reserves the right to engage qualified subcontractors or partners to fulfill portions of the Services. Such subcontractors will be bound by confidentiality and work-for-hire agreements as applicable.
TNT shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, or service outages.
Client represents and warrants that all materials provided to TNT are legally owned or properly licensed.
Client agrees to indemnify and hold TNT harmless from any claims or damages arising from use of such materials.
Client agrees not to directly hire or contract with any TNT employee, contractor, or consultant involved in this project for a period of 12 months following the completion or termination of Services.
Client shall test any deliverable for functionality and completeness prior to public use.
Failure to test or report issues within ten (10) business days of delivery constitutes acceptance.
Either Party may terminate this Agreement with 30 days’ written notice.
All fees for work performed up to the termination date shall be due immediately.
Client grants TNT the right to use logos, screenshots, photos, video clips, testimonials, and case results for the purpose of portfolio display, marketing, training, and promotional materials, including websites, presentations, and social media.
TNT may document project work via photos, video, or screen recordings for internal or promotional purposes.
Client may revoke this permission in writing at any time for future use, but agrees that materials already published shall remain part of TNT’s historical portfolio.
Client agrees to defend, indemnify, and hold harmless TNT, its officers, agents, employees, and subcontractors from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:
(a) the Client’s materials, representations, or omissions;
(b) the Client’s use or misuse of TNT’s deliverables; or
(c) the Client’s breach of this Agreement.
This indemnity shall survive termination of the Agreement.
Client acknowledges that TNT provides one (1) complimentary revision per piece of tactical content produced by TNT, including but not limited to web pages, social media posts, videos, email templates, or other marketing assets.
This Agreement, including SCALE Essentials or SCALE Accelerate or SCALE Elite and any attachments, constitutes the entire understanding between the Parties. It represents the final, complete, and exclusive expression of the Parties’ agreement and supersedes all prior or contemporaneous communications, whether oral or written.
No evidence of prior agreements, discussions, or understandings shall contradict or supplement this document.
No amendment, modification, or change to this Agreement shall be valid unless made in writing and signed by both Parties.
All notices or communications under this Agreement must be made in writing and delivered via email or certified mail to the Parties’ last known addresses. Notices shall be deemed received upon confirmation of delivery.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be severed, and the remainder of this Agreement shall remain in full force and effect.
This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict-of-law principles.
Venue for any dispute shall lie exclusively in Madison County, Alabama.
In the event of a dispute, the prevailing Party shall be entitled to reasonable attorney’s fees and costs.
Before litigation, both Parties agree to participate in at least four (4) hours of mediation with a mutually agreed-upon mediator, with costs shared equally
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