GRAPEVINE MARKETING
STANDARD TERMS & CONDITIONS SERVICE AGREEMENT

1. Authorization

The Client hereby engages Grapevine Marketing (“Grapevine”) as an independent contractor to provide one or more of the following services: website design and development, ongoing website management, digital marketing, or related consulting services (“Services”). The Client authorizes Grapevine to access necessary accounts, files, and platforms to fulfill these service requests.

2. Scope of Services

The scope of services is defined through all future tickets created via Tickets, including email and SMS requests that are recorded and logged as tickets. These tickets collectively reflect all work agreed upon. Grapevine will make commercially reasonable efforts to deliver the requested services with quality and professionalism but makes no guarantees as to specific results, rankings, performance metrics, or timelines unless explicitly stated in writing.

3. Accessibility

Grapevine will make reasonable efforts to ensure web design services meet standard accessibility guidelines when applicable, subject to the limitations of the tools, platforms, and content provided or approved by the Client.

4. Subcontractors

Grapevine may assign subcontractors to perform portions of the work. Subcontractors may not communicate directly with the Client and are required to return all project-related materials to Grapevine upon completion.

5. Copyrights, Licensing, and Indemnification

The Client represents and warrants that they have reviewed and approved all materials prior to publication or distribution, including but not limited to: text, images, videos, photos, graphics, advertisements, content calendars, social media content, and digital assets (“Content”).

  • (a) Any Content provided by the Client is either owned by the Client or properly licensed for use.

  • (b) Any Content created or sourced by Grapevine and used in the course of Services has been reviewed and approved by the Client via written communication.

  • (c) Once written approval is provided by the Client, the Client assumes full legal responsibility for the use, publication, promotion, or distribution of all Content, regardless of its original source.

  • (d) The Client agrees to indemnify, defend, and hold harmless Grapevine and its subcontractors from any and all liability, including legal costs, arising from the use or publication of Content associated with any Services provided by Grapevine.

6. Publishing and Delivery

Grapevine is not liable for publishing errors, formatting issues, or third-party changes (including platform updates, browser changes, or algorithm shifts) once a service or deliverable has been approved and published. All final deliverables are considered “as-is” upon Client approval.

7. Work-In-Progress Visibility

Grapevine will not publicly release or publish unfinished projects or content unless written authorization is provided. Client-facing previews may be shared during the process for approval and feedback. Informal previews do not affect payment obligations.

8. E-Commerce, Social Media & Legal Compliance

The Client is solely responsible for compliance with any applicable laws, regulations, or policies related to online commerce, advertising, data collection, and platform guidelines. Grapevine will not be held liable for the Client’s non-compliance with federal, state, or platform-specific requirements.

9. Intellectual Property

Upon full payment, all rights to approved and finalized designs, campaigns, and digital assets created by Grapevine will transfer to the Client. Grapevine retains the right to display completed work in its portfolio or case studies unless otherwise requested by the Client in writing.

10. Payments

All services must be prepaid or billed according to the agreed-upon schedule. Final delivery or publishing of work is contingent upon timely payment. Clients are responsible for reimbursing Grapevine for any approved third-party tools, plugins, or services used during the project. Late payments may result in suspension of services or website access.

11. Limitation of Liability

Grapevine shall not be liable for indirect, incidental, special, or consequential damages including but not limited to lost revenue, business interruption, data loss, reputational damage, or third-party actions. Grapevine’s total liability under this agreement shall not exceed the total amount paid by the Client for the specific service in question.

12. Client Content Warranty

The Client affirms that all content they provide is free from viruses, malicious code, and intellectual property infringement. The Client assumes sole responsibility for content ownership, safety, and appropriateness.

13. Final Approval and Acceptance

Final approval must be provided by the Client in writing, either via email or ticket response. Upon written confirmation (e.g., replying “CONFIRM” or “APPROVE”), the Client assumes full legal responsibility for the content, accuracy, and use of the published or distributed work. Verbal approval is not considered valid or binding. Once approved, Grapevine is released from further liability or responsibility for revisions, claims, or usage-related issues.

14. Third-Party Assets and Licensing

When stock images, plugins, integrations, or third-party platforms are used in the project, the Client is responsible for reviewing and approving those elements. Grapevine will not be liable for future licensing changes, removals, or service interruptions related to third-party assets once work has been delivered.

15. Security, Hosting & Maintenance Disclaimer

Unless explicitly contracted for ongoing support, Grapevine is not responsible for security monitoring, platform updates, content backups, or website hosting performance after delivery. These are the Client’s responsibility unless covered under a separate paid plan.

16. Change Request Protocol

All change requests must be submitted in writing through ticket, email, or SMS and will be reviewed as separate work outside the original scope. Additional fees may apply for any work not already included in the approved ticket history.

18. Entire Agreement

This agreement, along with any approved service tickets and written communications, constitutes the entire understanding between the Client and Grapevine. Future service requests submitted via ticket, email, or text will be governed by these terms unless a new agreement is issued. No verbal agreements are binding unless confirmed in writing.