Website Terms of Use and Master Advertising and Media Services Terms
Grapevine Media & Marketing (“Grapevine,” “we,” “us,” or “our”), 1055 East Colorado Blvd., 5th Floor, Pasadena, CA 91106, with an additional office at 2211 Michelson Dr., Irvine, CA 92612. Contact: info@gmmla.com, 626.240.4667.
Last updated: 5/2009.
Agreement to these Terms. These Terms and Conditions (the “Terms”) govern (a) your access to and use of the website at gmmla.com and related properties (the “Site”), and (b) all proposals, estimates, insertion orders, statements of work, media placements, and services provided by Grapevine (the “Services”). By using the Site or engaging Grapevine, you accept these Terms. If you do not agree, do not use the Site or engage Grapevine. If you act on behalf of a company or other entity, you represent that you are authorized to bind that entity, and “Client,” “you,” and “your” refer to both you individually and that entity.
Part A. Website Terms of Use
1. License and Acceptable Use
1.1Grapevine grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for lawful informational and business purposes only. All other rights are reserved.
1.2You agree not to: (a) copy, scrape, harvest, frame, mirror, or republish any part of the Site; (b) interfere with or disrupt the Site or its security; (c) use any bot, crawler, or automated means except for legitimate search indexing; (d) attempt to gain unauthorized access to any system or data; (e) use the Site to transmit unlawful, infringing, defamatory, or harmful content; or (f) use the Site or its contents to compete with Grapevine or to train any machine-learning model without our prior written consent.
2. Intellectual Property
2.1The Site and all of its content, including text, graphics, logos, the Grapevine name and marks, layout, video, and creative samples, are owned by Grapevine or its licensors and are protected by intellectual property laws. The marks and creative shown as portfolio samples remain the property of their respective owners and are displayed for demonstration only.
2.2No license to any trademark, copyright, or other intellectual property is granted except as expressly stated in these Terms.
3. Inquiries and Submissions
3.1Information you submit through Site forms or email is transmitted at your own risk and is not confidential unless a signed agreement provides otherwise. Do not submit sensitive personal data, trade secrets, or payment information through the Site.
3.2Any ideas, suggestions, or materials you submit unsolicited may be used by Grapevine without restriction or compensation, to the extent permitted by law.
4. Third-Party Links and Content
4.1The Site may link to third-party sites and resources. Grapevine does not control and is not responsible for third-party content, products, or practices, and provides such links without endorsement.
5. Privacy
5.1Your use of the Site is also governed by our Privacy Policy, which is incorporated by reference.
6. Site Disclaimer and Liability
6.1The Site is provided on an “as is” and “as available” basis without warranties of any kind. To the maximum extent permitted by law, Grapevine disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement, and does not warrant that the Site will be uninterrupted, secure, or error-free.
6.2To the maximum extent permitted by law, Grapevine will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising from your use of the Site.
Part B. Master Advertising and Media Services Terms
Application. Part B governs all Services. It applies together with any insertion order, estimate, proposal, statement of work, or service order signed or accepted by the parties (each, an “Order”). In the event of a conflict, a fully executed Order controls for the specific matter it addresses, and these Terms control for all other matters.
7. Formation of a Binding Agreement
7.1No proposal, estimate, rate, plan, or draft Order issued by Grapevine is an offer capable of acceptance, and none is binding on Grapevine. Each is an invitation to discuss and is subject to change, availability, and credit approval.
7.2No agreement is formed, and Grapevine has no obligation to perform, render Services, reserve inventory, or place any media, until an Order has been signed by the Client and countersigned in writing by an authorized officer of Grapevine. A Client signature alone constitutes only the Client’s offer. Grapevine may accept, reject, or condition any offer in its sole discretion, including by requiring prepayment or a deposit.
7.3Grapevine’s commencement of preparatory work, or any oral or email statement, does not by itself form a binding agreement or waive the requirement of a countersigned Order. Electronic signatures and counterparts are valid; an unsigned or partially signed Order is not.
7.4Estimates of impressions, reach, frequency, ratings, audience, cost-per-thousand, return on investment, and similar figures are good-faith projections only. They are not guarantees, representations, or terms of any agreement, and Grapevine is not liable if actual results differ.
8. Credit, Deposits, and Advance Payment
8.1Extension of credit is at Grapevine’s sole discretion and is a condition that Grapevine may grant, deny, condition, or revoke at any time. Grapevine may require a completed credit application, financial statements, references, and authorization to obtain credit and background information about the Client and its principals.
8.2Grapevine may, at its sole discretion and at any time, require payment in full in advance, a deposit, a retainer, an escrow, an irrevocable letter of credit, a personal or corporate guaranty, or other security, as a condition of forming an agreement, commencing or continuing Services, or placing or maintaining media. Requiring advance payment or security is a permitted business decision and is not a breach.
8.3If Grapevine reasonably believes that the Client’s financial condition, payment history, creditworthiness, or conduct creates a risk of non-payment, Grapevine may demand adequate assurance of performance, including prepayment, and may suspend or withhold Services and media until such assurance is received, without liability.
8.4Amounts paid as deposits or retainers are applied to fees and committed costs and are non-refundable to the extent of work performed and media or third-party commitments made or reserved on the Client’s behalf.
9. Fees, Invoicing, and Payment
9.1The Client shall pay all fees, media costs, production costs, third-party pass-through costs, applicable taxes, and approved expenses set out in each Order. Unless an Order states otherwise and Grapevine has granted credit in writing, all amounts are due in advance.
9.2Where credit is granted, invoices are due within the period stated on the invoice or Order (for example, net thirty (30) days from the invoice date), in U.S. dollars, without setoff, deduction, or withholding of any kind.
9.3Past-due amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by California law if lower, from the due date until paid. The Client shall also pay all costs of collection, including reasonable attorneys’ fees, court costs, collection-agency fees, and expenses, whether or not suit is filed.
9.4If any amount is past due, Grapevine may, without liability and in addition to other remedies, suspend or terminate Services, cancel or stop pending media, accelerate all amounts owed so that they become immediately due, and report the delinquency to credit reporting and industry sources as permitted by law.
9.5The Client shall not initiate any chargeback, payment reversal, or dispute with a card issuer or bank for amounts validly owed. The Client agrees that doing so is a material breach, and the Client shall reimburse Grapevine for all resulting fees and costs.
9.6The Client remains primarily and fully liable for all media and third-party costs incurred or committed on its behalf, regardless of whether the Client has funded Grapevine and regardless of any sequential-liability custom. The Client is not relieved of payment by any dispute with a third party.
10. Media Placement; No Guarantee of Results
10.1Media inventory is purchased from third parties and is subject to their terms, availability, preemption, and approval. Grapevine does not guarantee specific placements, positions, dayparts, ratings, impressions, audiences, clearance, or outcomes, including sales, leads, or return on investment.
10.2Once Grapevine commits to or places media on the Client’s behalf, those commitments may be non-cancelable and non-refundable under the applicable media vendor’s terms, and the Client is responsible for them. Cancellation is possible only to the extent the relevant vendor permits and subject to that vendor’s deadlines and charges.
10.3Make-goods, credits, or reschedules for preempted or non-delivered media are handled in Grapevine’s reasonable discretion and are the Client’s sole remedy for such matters; cash refunds are not provided for delivered or committed media.
11. Client Approvals
11.1The Client is responsible for reviewing and approving all creative, copy, targeting, schedules, and Orders before release. Approval may be given in writing or electronically. Material not rejected in writing within two (2) business days of submission is deemed approved.
11.2Once the Client approves material or an Order, the Client is responsible for it, including any error, omission, or non-compliance, and for all costs of changes requested after approval or after media is placed.
12. Client Representations and Warranties
The Client represents and warrants, on a continuing basis, that:
- it has full authority to enter into and perform these Terms and each Order, and the signatory is authorized to bind the Client;
- all information it provides, including its legal name, ownership, financial condition, and ability to pay, is true, accurate, and not misleading;
- it has the lawful right to advertise and sell the advertised products and services, and all product claims are truthful, substantiated, and not deceptive;
- the Client’s content, products, and advertising comply with all applicable laws, regulations, and self-regulatory, platform, and media-vendor policies, including those of the Federal Trade Commission and any rules governing the marketing of alcohol, non-alcoholic and alcohol-alternative beverages, health claims, and regulated products;
- the Client owns or has licensed all rights in materials it supplies, and Grapevine’s use of them will not infringe or violate any third-party right; and
- the Client is solvent, is able to pay its debts as they come due, and is not relying on any guarantee of results.
13. Intellectual Property in Deliverables
13.1Grapevine retains all right, title, and interest in its pre-existing materials, tools, software, methods, know-how, and templates. Third-party and stock materials are licensed subject to their terms, and clearance and license fees are the Client’s responsibility unless the Order states otherwise.
13.2Final deliverables created specifically for the Client transfer to the Client only upon Grapevine’s receipt of full payment for them. Until full payment, all deliverables and any media remain Grapevine’s property and the Client has no right to use them. Grapevine may reclaim or disable unpaid-for deliverables.
13.3Grapevine may identify the Client as a client and display non-confidential work product in its portfolio, case studies, and marketing, unless the Order states otherwise in writing.
14. Confidentiality
14.1Each party shall protect the other’s non-public information disclosed in connection with the Services and use it only to perform under these Terms. This does not apply to information that is public, independently developed, or rightfully obtained, or that must be disclosed by law, by a regulator, or to enforce these Terms.
15. Indemnification
15.1The Client shall defend, indemnify, and hold harmless Grapevine and its officers, employees, agents, and media vendors from and against all claims, damages, losses, liabilities, fines, penalties, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) the Client’s products, services, content, and advertising claims; (b) any actual or alleged infringement, defamation, false advertising, privacy, or regulatory violation involving Client materials or products; (c) the Client’s breach of these Terms or any representation; (d) any product recall, consumer claim, or governmental action regarding the Client’s products; and (e) any third-party media or vendor charges the Client fails to pay.
16. Disclaimer of Warranties
16.1Except as expressly stated in a signed Order, the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Grapevine disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and disclaims any guarantee of sales, leads, performance, audience, or return on investment.
17. Limitation of Liability
17.1To the maximum extent permitted by law, Grapevine will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss of business, even if advised of the possibility.
17.2To the maximum extent permitted by law, Grapevine’s total cumulative liability arising out of or relating to the Services or these Terms will not exceed the total fees actually paid by the Client to Grapevine (excluding pass-through media and third-party costs) for the specific Order giving rise to the claim during the three (3) months preceding the event giving rise to the claim.
18. Misrepresentation and Fraud
18.1Any material misrepresentation by the Client, including as to identity, ownership, financial condition, or ability to pay, or any failure to disclose information that makes a statement misleading, is a material breach. Upon such breach, Grapevine may immediately suspend or terminate all Services and Orders, revoke any credit, accelerate all amounts owed, and pursue all remedies, and any related limitation of liability or cancellation allowance in the Client’s favor is void as to the affected Order.
19. Term, Suspension, and Termination
19.1Either party may terminate an engagement for the other’s material breach not cured within ten (10) days of written notice. Grapevine may suspend or terminate immediately, without cure period and without liability, for non-payment, credit concerns, insolvency or bankruptcy of the Client, or misrepresentation.
19.2On termination for any reason, the Client shall immediately pay all fees for Services performed, all committed and non-cancelable media and third-party costs, all approved expenses, and any agreed cancellation or kill fees. Provisions that by their nature should survive will survive termination, including payment, indemnity, confidentiality, limitation of liability, and dispute resolution.
20. Governing Law; Venue; Dispute Resolution
20.1These Terms and all Orders are governed by the laws of the State of California, without regard to conflict-of-laws rules.
20.2Before initiating any proceeding, the parties shall attempt in good faith to resolve any dispute through senior-level discussions for at least thirty (30) days after written notice of the dispute.
20.3Any dispute not resolved under Section 20.2 shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive or Streamlined Arbitration Rules, before one arbitrator, seated in Los Angeles County, California. The parties waive any right to bring or participate in a class, collective, or representative proceeding. Either party may seek injunctive or provisional relief in the state or federal courts located in Los Angeles County, California, and the parties submit to the exclusive jurisdiction and venue of those courts for that purpose and to enforce any award. Judgment on the award may be entered in any court of competent jurisdiction.
20.4To the extent any dispute proceeds in court, each party waives any right to a jury trial to the fullest extent permitted by law.
20.5In any action, arbitration, or proceeding to enforce or arising from these Terms or an Order, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs. This provision is intended to be reciprocal under California Civil Code section 1717.
20.6Any claim arising from the Services must be brought within one (1) year after it accrues, to the extent California law permits the parties to shorten the limitations period; otherwise the applicable statutory period governs.
21. General
21.1Independent contractor. Grapevine is an independent contractor. Nothing creates a partnership, joint venture, employment, or fiduciary relationship.
21.2Assignment. The Client may not assign or transfer these Terms or any Order without Grapevine’s prior written consent. Grapevine may assign to an affiliate or successor. These Terms bind permitted successors and assigns.
21.3Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. The Client’s payment obligations for Services and committed costs are not excused by force majeure.
21.4Notices. Notices must be in writing and sent to the addresses above or to an address a party designates, by personal delivery, recognized courier, or email with confirmation.
21.5Entire agreement; order of precedence. These Terms and any signed Order are the entire agreement and supersede all prior discussions. A fully executed Order controls for the matter it addresses; these Terms control otherwise. No purchase order or Client form term has any effect.
21.6Amendment; waiver. These Terms may be amended only by a writing signed by an authorized officer of Grapevine. For Site use, Grapevine may update these Terms by posting an updated version; continued use of the Site is acceptance. No waiver is effective unless in writing, and no single waiver is a continuing waiver.
21.7Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect.
21.8No third-party beneficiaries. There are no third-party beneficiaries except Grapevine’s indemnified parties under Section 15.
Part C. Personal Guaranty
Where Grapevine requires individual backing for an engagement with a corporate or other entity Client, the following guaranty applies and will be confirmed in the applicable Order or a separate signed guaranty.
In consideration of Grapevine agreeing to provide Services or extend credit to the Client entity, the individual who signs as guarantor (the “Guarantor”), in his or her personal capacity, absolutely, unconditionally, and irrevocably guarantees the full and prompt payment and performance of all of the Client’s obligations to Grapevine, including all fees, media and third-party costs, interest, late charges, and costs of collection including reasonable attorneys’ fees. This is a guaranty of payment and performance, not merely of collection. Grapevine may proceed against the Guarantor without first proceeding against the Client or any security. The Guarantor waives notice of acceptance and of default to the extent permitted by law, and agrees that this guaranty is governed by California law with venue in Los Angeles County, California.
Acceptance
By signing an Order, or by using the Site or the Services, the Client acknowledges that it has read, understood, and agreed to these Terms, including the formation, credit, payment, limitation of liability, and dispute-resolution provisions. An Order is binding only when it has been signed by the Client and countersigned by an authorized officer of Grapevine.
Grapevine Media & Marketing
1055 East Colorado Blvd., 5th Floor, Pasadena, CA 91106
2211 Michelson Dr., Irvine, CA 92612
info@gmmla.com | 626.240.4667