1. Binding Agreement and Electronic Acceptance
By accessing the digital ecosystem of MediaGroupWest ("MGW"), or by engaging in professional services including but not limited to TV Production, Radio Placement, and Digital Strategy, you agree to be legally bound by these Terms of Service. If you are entering into this agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to these protocols.
Execution of a specific Service Level Agreement (SLA) or a Statement of Work (SOW) incorporates these Terms by reference. Electronic signatures and digital confirmations are considered legally equivalent to physical ink signatures under the U.S. ESIGN Act.
2. Intellectual Property and Creative Ownership
2.1 Agency Retained Rights
MediaGroupWest retains all proprietary rights to its internal methodologies, "The MGW Methodology" architecture, proprietary media buying software, and strategic frameworks developed prior to or independently of any specific client engagement.
2.2 Work for Hire and Transfer
Upon full and final payment of all outstanding invoices, MGW transfers the copyright of final creative assets (finished TV spots, audio masters, and approved ad copies) to the Client. All raw footage, project files, unused scripts, and rejected concepts remain the exclusive property of MediaGroupWest unless otherwise specified in writing.
2.3 Usage Licenses
Clients are granted a worldwide, non-exclusive license to use the final assets across the media channels specified in the campaign brief. Expansion into new territories or platforms may require additional talent residual fees or licensing extensions.
3. Financial Engagements and Payment Systems
All financial interactions with MGW are subject to the following rigors:
- Media Spend: Pre-payment is required for all third-party media buys (TV slots, Radio airtime, Digital ad spend) at least 72 hours prior to campaign launch.
- Production Fees: Typically billed in three stages: 50% deposit (Kick-off), 25% at Mid-point (Rough Cut/Approval), and 25% upon Final Delivery.
- Late Payments: Invoices overdue by more than 15 days incur a late fee of 1.5% per month, compounded.
- Taxes: Clients are responsible for all applicable sales, use, or value-added taxes based on their jurisdiction.
4. Media Buying and Performance Liability
MGW acts as an agent for the Client in the procurement of media space. While we utilize advanced data analytics and "The War Room" strategy to maximize ROI, the Client acknowledges that:
- Market Volatility: Media costs (CPMs, CPCs) fluctuate based on real-time market demand and ad exchange algorithms.
- Third-Party Outages: MGW is not liable for disruptions caused by broadcast networks, radio stations, or digital platforms (e.g., Google/Meta outages).
- Content Rejection: Media outlets reserve the right to reject content that violates their internal broadcast standards; MGW will assist in rapid revision, but production costs remain billable.
5. Confidentiality and Non-Disclosure
Both parties agree to protect "Confidential Information" with the same degree of care as their own proprietary data. This includes campaign performance data, pricing structures, target audience insights, and upcoming product launches. This obligation survives for three (3) years following the termination of the professional relationship.
6. Termination and Cancellation Protocols
6.1 Right of Termination
Either party may terminate the engagement with 30 days' written notice. In the event of termination, the Client is responsible for all non-cancelable media commitments and all labor hours incurred up to the date of termination.
6.2 Suspension for Breach
MGW reserves the right to suspend all active media campaigns immediately if the Client fails to meet payment obligations or violates ethical standards (e.g., promoting illegal or deceptive products).
7. Indemnification and Limitation of Liability
The Client agrees to indemnify and hold harmless MediaGroupWest against any legal claims arising from the content provided by the Client for use in advertising. MGW's total liability for any claim arising out of the service shall not exceed the total fees paid by the Client to MGW during the three months preceding the claim.
8. Force Majeure
MediaGroupWest shall not be held responsible for failure to perform duties due to "Acts of God," strikes, pandemics, national telecommunication failures, or unprecedented regulatory shifts that prevent the placement or production of media assets.
9. Governing Law and Dispute Resolution
This agreement is governed by the laws of the State of California, USA. Any dispute that cannot be resolved through good-faith negotiation shall be settled via binding arbitration in Los Angeles County, California, under the rules of the American Arbitration Association (AAA).
10. Complete Agreement and Severability
These Terms, combined with a signed SOW, constitute the entire agreement between the parties. If any provision is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
11. Inquiries and Legal Representation
Questions regarding these Terms of Service should be directed to our legal department at:
MediaGroupWest Legal
4361 E 60th St, Maywood, CA 90270, USA
Email: [email protected]