Terms of Service
These Terms of Service ("Terms") govern your access to and use of batesmediallc.com (the "Site") and any creative or production services provided by Bates Media LLC, a Missouri limited liability company ("Bates Media," "we," "us," or "our"). By using the Site or engaging Bates Media, you ("Client" or "you") agree to these Terms.
1. Services
Bates Media provides creative and content production services, including brand films, content systems, and creative direction. The specific scope, deliverables, schedule, fees, and other terms of any engagement will be set forth in a separate written statement of work, proposal, or order form executed by Bates Media and Client (each, an "SOW"). In the event of a conflict between these Terms and an SOW, the SOW controls for that engagement.
2. Inquiries and Proposals
Use of the Site, including submitting an inquiry, does not create an engagement, retainer, or other commitment. An engagement begins only when a written SOW is executed by both parties or when both parties otherwise unambiguously agree in writing.
3. Fees and Payment
Fees, payment schedules, and invoicing terms are set in each SOW. Unless an SOW provides otherwise: (a) invoices are due net fifteen (15) days from issue; (b) overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; (c) Client is responsible for all taxes (other than taxes on Bates Media's net income); and (d) third-party costs (talent, licensing, equipment, travel, software) may be passed through with markup as disclosed in the SOW.
4. Intellectual Property
Client deliverables
Subject to full payment of all amounts owed under the applicable SOW, Bates Media assigns to Client all right, title, and interest in the final deliverables specifically created for Client under that SOW, excluding the items listed below.
Pre-existing and third-party materials
Bates Media retains all right, title, and interest in (a) tools, processes, templates, frameworks, software, and know-how owned or developed by Bates Media before or independent of the engagement, and (b) any third-party materials licensed for incorporation into the deliverables, which remain governed by their underlying license terms. To the extent any such items are embedded in the deliverables, Bates Media grants Client a non-exclusive, perpetual, worldwide license to use them as part of the deliverables for Client's intended purpose.
Portfolio rights
Unless an SOW expressly says otherwise, Bates Media may identify Client as a client and display non-confidential excerpts of the work in Bates Media's portfolio, case studies, reels, social media, and similar promotional materials, subject to any reasonable restrictions Client communicates in writing.
5. Confidentiality
Each party may receive non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and not to disclose it except to representatives who have a need to know and who are bound by similar obligations. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction.
6. Cancellation and Suspension
Either party may terminate an SOW for the other party's material breach if the breach is not cured within fifteen (15) days after written notice. If Client terminates an SOW for convenience, Client remains responsible for (a) all fees and costs incurred through the date of termination, (b) any non-cancellable third-party commitments made in reliance on the SOW, and (c) any kill fee specified in the SOW. Bates Media may pause work if invoices are past due.
7. Acceptable Use of the Site
You agree not to (a) attempt to gain unauthorized access to the Site or its underlying systems, (b) interfere with or disrupt the Site, (c) use automated means to scrape or copy the Site beyond reasonable indexing, or (d) use the Site for any unlawful purpose.
8. Third-Party Services
The Site is hosted by Netlify, Inc. and may load typefaces from Google Fonts. We are not responsible for the availability, content, or practices of third-party services.
9. Disclaimers
The site and any pre-engagement materials are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. bates media does not warrant that the site will be uninterrupted, error-free, or free of harmful components. warranties applicable to engagements, if any, are stated exclusively in the applicable sow.
10. Limitation of Liability
To the maximum extent permitted by law, in no event will bates media be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, or business interruption, even if advised of the possibility of such damages. bates media's aggregate liability arising out of or relating to these terms or any engagement will not exceed the greater of (a) the fees paid by client to bates media under the applicable sow during the three (3) months preceding the event giving rise to the claim, or (b) one thousand dollars ($1,000).
11. Indemnification
Client will defend, indemnify, and hold harmless Bates Media and its members, officers, employees, and contractors from and against any third-party claim arising out of (a) Client's materials, content, or instructions provided to Bates Media, (b) Client's use of the deliverables in violation of these Terms or applicable law, or (c) Client's breach of these Terms.
12. Force Majeure
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, internet or utility outages, labor disputes, governmental action, or pandemic.
13. Governing Law and Venue
These Terms and any engagement are governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in St. Louis County, Missouri for any dispute arising out of or relating to these Terms or any engagement, and waive any objection to venue in those courts.
14. Changes to These Terms
We may update these Terms from time to time. The "Last updated" date above reflects the most recent revision. Continued use of the Site after an update constitutes acceptance of the revised Terms. Updates do not modify the terms of any SOW already in effect except as expressly agreed by both parties in writing.
15. Miscellaneous
These Terms, together with any applicable SOW, are the entire agreement between the parties on this subject and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, the remaining provisions remain in full force. No waiver is effective unless in writing. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. The parties are independent contractors; nothing here creates a partnership, joint venture, or employment relationship.