01. The Work

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A. Scope of Services 

Atlas shall provide all the services described in the executed Order delivered simultaneously with this Agreement. Additional services may be contracted through Atlas by means of a subsequent Order executed between Atlas and the Customer. All work performed under any Order is subject to the terms of this Agreement unless otherwise explicitly indicated in the Order. 

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B. Order is an Estimate  

Each Order will include Atlas estimate of the cost to complete the project. Atlas does its best to accurately estimate project costs upfront based on the scope as defined in the Customer’s work request. The estimate is based upon the list of requirements and conditions documented in the Order. Any item not specifically referenced and estimated in the Order is not included in the scope of the project covered by the Order. All costs listed in the Order are an estimate and not a fixed bid. 

 

For each associated Order, as soon as Atlas identifies that the cost of a deliverable may exceed the estimate, the Customer will be notified, and Customer will be permitted to request termination or modification of the terms of the project covered by the Order. 

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C. Customer Deliverables  

Customer is responsible for the delivery of Customer deliverables as defined in the Order. Should Customer be delayed or unable to deliver as per the requirements of the Order or the project, the timeline and budget are subject to change. 

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D. Customer Sign Off  

The Customer will be responsible for ensuring that the final product produced by Atlas satisfies the requirements of the Order. 

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E. Project Timing 

The estimated timing and cost of each deliverable and the overall budget will be governed by the Order. 

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02. The Finances 
 

A. Payment Terms 

All payments from Customer are due upon Customer’s receipt of an invoice from Atlas. Atlas will not take action with a third party or take any action to incur expenses with third parties, including newspapers and other media, until payment has been received in full by Atlas per an invoice issued under an Order. 
 

B. Fixed Billing 

Payment terms will be set by project parameters defined within the Order. Upon written Customer acceptance of the project, an invoice will be sent. Any scope changes during the course of the project by Customer will require a written and approved change order. 
 

C. Payment Information 

Atlas accepts ACH and wire payments.  Instructions will be provided upon execution of an Order.

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03. The Way We Communicate 
 

Atlas project managers may ask for formal project approval in any communication method (QuickBooks, Teams or Email) and receive it back from the client. The project manager will articulate that it is a request for approval.  Customer represents that the party executing this Agreement and that any employee or representative that communicates with Atlas on behalf of Customer is authorized to bind Customer and deal with Atlas.  

 

Within the duration of this Agreement, Atlas will make every effort to reply promptly except where the Customer has been previously notified of a period of limited availability. Atlas will respond in good faith but cannot guarantee any specific action within a given time frame.  
 

04. The Ownership 

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A. Intellectual Property & Ownership 

As defined in the applicable Orders, Atlas will provide the completed deliverables (“Finished Product(s)”) to the Customer in the form of tear sheets, affidavits and other asset files. The Finished Product(s) does not include process materials, notes, or other assets generated throughout the project unless specifically stated within the Order. The Finished Product(s) are commonly delivered to the Customer through a file sharing service, the project management system and/or email. The Finished Product(s) become the exclusive property of the Customer upon acceptance of delivery and complete payment of all terms as set forth in the Order(s). 

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 B. Use of Product  

Unless a specific time period is defined within the Order, Customer may use the Finished Product(s) indefinitely so long as the Customer continues to comply with the terms of this Agreement and any applicable Order. Atlas provides no guarantee outside the terms defined in the Order to support the Customer’s continued use of the Finished Product(s). 

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C. Credit 

We take great pride in our work and like to share our combined success. Customer agrees that Atlas shall have the right to include the relevant Customer brand within its public roster of clients. 

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05. The Limits 

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A. Dependencies 

In the event that any aspect of this Agreement is dependent on a separate third party or the Customer’s in-house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. Atlas is not responsible for any delay or defect caused by separate third party or the Customer’s in-house teams except in such cases where Atlas has engaged such third party to perform a portion of Atlas's obligation under any applicable Order. 

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B. Content & Copyright 

Customer is ultimately responsible for the creation, review, and final quality of all their content. This includes ad copy, files, documents and other assets. Specific responsibilities from both Atlas and the Customer will be defined in the Order or documented during the planning phase.  

 

Atlas and Customer will both observe applicable copyright and trademark laws. Customer will obtain permission from any copyright owner to use their asset that has any restrictions, requires payment, or affects the copyright or ownership of the deliverable. 

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C. Accessibility 

Applicable deliverables from both Atlas and the Customer will comply with the accessibility standards set forth in the Order at the time of delivery. Atlas is not responsible for any accessibility requirements outside the specific deliverables defined in the Order. 

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D. Backups 

Atlas maintains internal backups of active and completed project files. This backup system is not intended as a solution for the Customer, but rather as an archive through the duration of this engagement. 

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E. Limited Liability 

The Customer alone shall be responsible for the accuracy and adequacy of information and data furnished for each project. 

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The Customer agrees that any liability of Atlas relating to this agreement and the services performed shall be limited to the amount of fees actually received by Atlas from the Customer under this Agreement regarding the specific Order in question, in the immediately preceding 3 calendar months. In no event shall Atlas be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Customer is told that any such damages may occur. 

 

Atlas shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling any term of this Agreement when such failure or delay results from acts or circumstances beyond reasonable control. Such circumstances include, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution and insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, Customer shall be entitled to give notice in writing to terminate this Agreement. 

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06. The Law 

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A. Review, Expiration or Cancellation 

This Agreement is valid for one calendar year beginning on the Effective Date. It will automatically renew for an additional one calendar year term, unless notice of termination or nonrenewal is given by either party, within 30 days of the renewal date. This Agreement may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of Agreement.  

 

If notice of termination is given while any Order is active, Atlas will deliver to the Customer all work product specified under the Order and will invoice Customer for any remaining billable work. For avoidance of doubt, any fees and expenses incurred by Atlas on Customer’s behalf and payable to third parties are non-refundable. 

 

The language of this Agreement shall not be interpreted in favor of or against any party as the drafter of this Agreement. 

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B. Dispute Resolution 

Subject to the terms and conditions of Section 06.B herein, all claims and disputes between the parties relating in any way to this Agreement or the transactions contemplated hereby which cannot be resolved through their good faith discussions (a “Dispute”) shall be submitted to mandatory non-binding mediation by either Party to an impartial mediator, for a good faith effort at resolution. The mediator shall review the Dispute within thirty (30) days of submission or at such other time provided the Parties so agree. Any mediation fee shall be paid equally among the Parties. Any Dispute which is not resolved through such mandatory mediation shall be settled by final and binding arbitration before a single neutral arbitrator in accordance with the then-current Arbitration Rules and supervision of the American Arbitration Association in Arlington, Virginia. Judgment on the award rendered by the arbitrator may be entered in any court in Virginia. Each Party agrees that the Dispute as mediated and/or arbitrated and the final resolution of such Dispute shall be considered to be confidential information. The prevailing Party in any such arbitration shall be awarded its reasonable attorneys’ fees and costs as determined by the arbitrator. 

 

Notwithstanding the foregoing, claims arising from Customer’s failure to pay Atlas any sums due under this Agreement or any Order shall not be required to be submitted to mediation or arbitration as set forth above.  In addition, Atlas shall be entitled to collect from Customer all expenses, including reasonable attorneys’ fees, incurred in connection with its attempted collection or collection of any such past due sums, whether suit is filed or not.  All past due sums shall bear interest at the rate of 1% per month or the highest rate of interest permitted under applicable law, whichever is less. 

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C. Governing Law 

Any and all disputes that may arise between Atlas and the Customer regarding the terms of this Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.  The parties hereby consent to the jurisdiction and venue of the state and federal courts sitting in and/or for Arlington County, Virginia in any dispute arising under or related to this Agreement or any Order.  

 

D. Assignment 

Except in connection with a sale of substantially all of its assets or in the case of a merger or other similar transaction, Customer may not assign its rights or delegate any of its obligations under this Agreement without the prior written consent of Atlas. 

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07. The Dotted Line 

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Any change to this contract shall be subject to mutual written agreement of the parties.