1. Parties

This Client Proposal (“Proposal”) is made by Bee-Big, a California corporation, with its principal place of business at Culver City, CA.

Standard Payment Terms

a) Payment Schedule:

• Initial payment must precede the scheduling of a Kickoff Meeting.
• Recurring payments are due on the first day of each month if paying monthly.
• Payments are required via automatic bank draft (ACH) in one-month increments.
• Upon full payment for recurring services to Bee-Big LLC, ownership of elements like coding, text, content writing, backlinks, domain names, social media profiles, and SEO services belongs to Bee-Big.

b) Late Payment Charges:

• Late payments will incur a 1.5% charge for each month overdue.
• Payments are considered received as of the postmark date or online payment submission date.
• If payments are more than 3 months late, Bee-Big reserves the right to terminate service.

c) Taxes and Fees:

• Clients in Texas must pay a state sales tax of 6.4% for web design and hosting, calculated and included in each invoice.
• Other relevant taxes and fees apply.

d) Price Adjustments:

• Prices are subject to change and will be notified in writing prior to adjustments.
• Payment of invoices following changes indicates agreement to the new prices.

2. Term & Termination

a) Client Relationships:

• Bee-Big may work with multiple organizations or businesses for online marketing purposes.
• A non-disclosure agreement may be signed for direct competitors to protect confidential information.

b) Agreement Duration:

• Contracts involving ongoing marketing are on a 6-month basis.

c) Cancellation Policy:

• Month-to-month contracts and web projects can be canceled with a 30-day written notice sent to angel@beebig.com.

d) Renewal and Termination:

• The Proposal will auto-renew unless a written termination notice is provided 30 days before the current term’s end.

e) Termination Rights:

• Bee-Big may terminate the Proposal with a 30-day written notice without cause.

f) Termination Fees:

• Upon termination, client must settle all undisputed fees, costs, and expenses owed to Bee-Big until the effective date of termination.

g) Early Termination Charges:

• If the client terminates the contract before its end, 50% of the remaining fees are due to Bee-Big. SETUP FEES ARE NON-REFUNDABLE.

h) Business Interruption:

• Client experiencing supply or staffing issues can pause the contract for up to 3 months or until the issue resolves, subject to specific conditions. A penalty of 50% of the remaining contract fees applies if the client declines to continue after the pause.

3. Rights in Materials

a) Ownership:

• Once services are fully paid to Bee-Big, assembled work elements become the client’s property.

b) Usage Rights:

• Bee-Big assumes the client has permission to use provided images or design elements and holds Bee-Big harmless from any related claims.

c) Display Rights:

• Bee-Big retains the right to display elements created for the client in their portfolio and other projects.

d) Additional Design Charges:

• Custom or unique designs per platform may attract extra charges.

4. Employee Solicitation and Assignment

a) Non-Employment Agreement:

• Neither party shall employ or offer employment to the other’s employees during the service period and one year after. Both parties shall notify the other of any personnel communications seeking employment.

b) Work Assignment:

• Bee-Big reserves the right to assign work to its employees or contractors, remaining responsible for their performance.

5. Indemnity, Warranties, and Liability

a) Indemnification:

• Client indemnifies Bee-Big against third-party actions claiming infringement or misappropriation due to deliverables.

b) Third-Party Products:

• Bee-Big provides no warranties regarding Third Party Products.

c) ADA/WCAG Compliance:

• Bee-Big doesn’t guarantee ADA/WCAG compliance for the website. Client assumes responsibility for related third-party claims.

d) Non-Compliance Liability:

• Bee-Big isn’t liable if the website isn’t ADA/WCAG compliant, and the client indemnifies Bee-Big against related claims.

e) Advertising Costs:

• Client pays third-party advertising costs directly. Bee-Big isn’t liable for exceeding or below-budget advertising costs. Turning off advertising campaigns post-contract completion is the client’s responsibility.

f) Limitations of Liability:

• Bee-Big isn’t liable for acts or omissions of third parties. Bee-Big’s liability for any claim is limited to the amount received from the client for digital marketing services.

6. Confidentiality

a) Confidential Information:

• Both parties agree not to disclose or use confidential information without authorization, preserving its commercial value.