ProudMouth – Service Terms and Acceptance

ProudMouth - Service Terms and Acceptance

1. Terms and acceptance

By accessing and using this website (the “Site”) and or our services, you (the client) acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use between ProudMouth and you, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing the site or our services. The materials contained in this website are protected by applicable copyright and trademark law.
The Site is controlled and operated by Tactibrand Inc. DBA ProudMouth (“ProudMouth”) from its offices within Canada and the United States. ProudMouth makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal, is prohibited. Those who choose to access the site from locations outside Canada and the United States are responsible for compliance with all applicable laws.

2. IP Ownership / Use license

1. The material provided on the Site is protected by law, including without limitation, Canadian and United States Copyright law. The copyright in all material provided on the Site is held by ProudMouth. Except as expressly permitted by ProudMouth, the material may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of ProudMouth or the copyright owner.
2. Permission is granted to you to download and use the materials on the Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.
3. You may not:

Modify or copy the materials
Use the materials for any commercial purpose, or for any public display (commercial or non-commercial)
Attempt to decompile or reverse engineer any software or process contained on ProudMouth’s website
Remove any copyright or other proprietary notations from the materials
Transfer the materials to another person or “mirror” the materials on any other server

This permission shall automatically terminate if you violate any of these restrictions and may be terminated by ProudMouth at any time. Upon termination of your permission, you must destroy any downloaded materials in your possession whether in electronic or printed format. ProudMouth reserves the right to terminate your account at any time for any reason.

3. The materials on the Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the applicable laws and regulations. Use of the Site by the Government constitutes acknowledgment of ProudMouth’s proprietary rights in them

1. Disclaimer
  1. The materials on ProudMouth’s website are provided “as is”. ProudMouth makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, ProudMouth does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its internet website or otherwise relating to such materials or on any sites linked to the site.
2. Limitations
  1. In no event shall ProudMouth or its suppliers be liable for any damages (including, without limitation, negligence, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on ProudMouth’s internet site, even if ProudMouth or a ProudMouth authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In no event shall the total liability of ProudMouth under this agreement exceed fifty dollars ($50), regardless of the cause of action, in tort, contract, or otherwise.
3. Revisions and data errata
  1. The materials appearing on ProudMouth’s website could include technical, typographical, or photographic errors. ProudMouth does not warrant that any of the materials on its website are accurate, complete, or current.
  2. ProudMouth may make changes to the materials contained on its website at any time without notice. ProudMouth does not, however, make any commitment to update the materials.
4. Links
  1. ProudMouth has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ProudMouth of the site. Use of any such linked website is at the user’s own risk.
5. Site terms of use modifications
  1. ProudMouth may revise these terms of use for the Site at any time without notice. By using the Site you are agreeing to be bound by the current version of these Terms and Conditions of Use.
6. Governing law
  1. Any claim relating to ProudMouth’s website shall be governed by the laws of Ontario Canada, without regard to its conflict of law provisions.
7. Feedback
  1. Any material, information, or idea you transmit to or post on the Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by ProudMouth or its affiliates for any purpose whatsoever, including developing, manufacturing, and marketing products. Notwithstanding the foregoing, all personally identifiable information provided to ProudMouth will be handled in accordance with ProudMouth’s privacy policy. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

4. Fees, Refunds and No-Risk Guarantee

1. You agree to pay the fees, in such amount and for such billing frequency as specified during registration, in full prior to any obligation of ProudMouth to perform under this Agreement. You further agree that, upon registering for the services through the Site, you authorize ProudMouth to charge your method of payment (e.g. credit card) for the fee on each anniversary of your registration date, based upon your billing frequency (e.g. monthly, quarterly, annually). Payment of the fees shall be in such amounts and at such times as set forth by ProudMouth through information provided to you and as authorized through the sign-up and registration process. Your account and access to the services provided via the Site may be suspended in the event of non-payment of applicable fees. You represent and warrant to ProudMouth that such payment information is accurate and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
2. Your monthly subscription will begin 30 days following the initial set up payment.
3. You may cancel your monthly subscription after the first full year commitment with ProudMouth at any time by providing 30 days written notice.
  1. Upon cancellation, you will continue to have access to the ProudMouth services through the end of your paid billing term. ProudMouth may change its fees from time to time by posting the changes on the Site, but with no advance notice required for temporary promotions or reductions in fees.
  2. You will also be required to create your own podcast hosting account so your podcasts can be transferred to your personal account.
  3. We do not provide refunds.
4. All Content Creation and fees are retainer-based. You, the client, are responsible for providing the recorded content and direction for our team to assess. If content is not provided ProudMouth will find content that they deem relevant to be repurposed and curate it and missed services will not qualify for refunds or make-up episodes.
5. If the Content Creator cannot find content to repurpose that is relevant to your brand and messaging and they are unable to receive the content from you they will not be able to add it until direction and content are supplied. Since Content Creation is a retainer fee, you will not receive a refund or make-up episodes in place of episodes that were not able to occur due to lack of scheduling by you, the client.
6. You, the client, are responsible to use ProudMouth after payment and lack of use will not result in refunds or credit of any kind.
7. Canceling as a client of the Managed Influence Accelerator Service (referred to as MIAS going forward)
  1. Our MIAS plan requires a 1-year commitment. As outlined in our proposal you will agree to your monthly rate and your contract renewal will be 12 months after the set up fee is paid. Prior to the last payment of your contract, you will be set up on a monthly plan at your applicable rate.
  2. Annual Plans
    - Once payment goes through for an annual plan, there are no refunds available.
    - If a plan is canceled before 1 year, our team will continue to do work for you (provided you provide the recorded content) until the end of the billing cycle (that full year) but cannot give partial credit or refunds.
    - These plans are annually recurring (meaning at the end of the billing cycle you will automatically be charged again for year 2 at the applicable rate during renewal).
8. Ownership, trademarks & provided assets
  1. You own all final episodes, videos, graphics, and files we create during any month paid in full. We do not provide any working files such as .prproj or .psd files. You will provide all content/copy to be used for our assets under your selected plan. You agree that any materials provided to are proofed and approved to be used in your assets and are not owned or trademarked by a different entity. You are responsible that any materials provided can be legally used in our assets. We are not liable for the materials you provide as it pertains to license or trademark issues and you represent to ProudMouth that all materials provided do not infringe on the intellectual property rights of third parties.
  2. Under the Content Multiplication solutions, ProudMouth will be responsible for creating short clips up to two minutes in the content you provide, headlines for video memes and audiograms, text for image quotes, thumbnail direction, and social media copy for the selected social media platforms chosen to be managed. You will have an onboarding meeting with a representative of ProudMouth to guide the direction in which your content will be created. Your Content Creator will use their best expertise and judgment to create your content based on information and insight given during the meeting.
  3. Under the Social Media solution, ProudMouth will be responsible for scheduling posts on your behalf. All legalities and permissions expressed by the social media platforms chosen to be posted to will apply. You will have an onboarding meeting with a representative of ProudMouth to guide the direction in which your social media copy will be created. Your Content Creator will use their best expertise and judgment to create your copy based on information and insight given on this meeting.
  4. The client will always have the opportunity to revise any social copy or schedule for any platform with 3 business days notice.
  5. ProudMouth does not guarantee any performance for any platform that they are responsible for posting to. ProudMouth will abide by industry best practices and approval by the client.
  6. Subscriptions to stock photography or media are under a specific use license. Managed stock photography or assets (provided by iStock Images or other services) are licensed to be used in the specific graphic files created by ProudMouth from a client request. Individual photos or assets will not be provided.
  7. You agree to indemnify, defend, and hold harmless ProudMouth and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.
9. Additional fee schedule
  1. Additional fees may apply based on the following schedule

5. Non-Abuse

1. If we find that you are not in alignment with our model, violate our core values, or are abusing our services or team in any way, including using our services for illegal purposes, hostility towards others or adult/pornographic purposes we reserve the right to cancel your account.
2. Your right to use the ProudMouth services shall terminate upon your breach of any term of this Agreement.

6. Output files

1. While we do our best to minimize any mistakes, due to the nature of creative design and video editing, we cannot guarantee all files delivered will be 100% error-free. Upon file delivery, you agree to review and proof all files for any errors or omissions and notify our team if any changes/corrections are needed. We will do our best to rush any edits to correct the mistakes. ProudMouth is not responsible or liable for any losses or expenses incurred from errors or omissions.
  1. Transcripts are not considered publicly facing documents, and are used for compliance review purposes only. If you require a transcript to be edited to publish on a public website, there will be an additional charge for that service.
2. Sample work
  1. By default, you agree to provide ProudMouth with a non-exclusive right and license to publish your work in our portfolio, social media or other communication efforts. We will do our best to seek written permission before we post anything publicly. If you would like to revoke this right, please notify our team in writing to info@proudmouth.com.
3. Confidentiality
  1. We uphold confidentiality in all communication regarding your brand and business. We will only communicate to those who have been authorized on your account and will not share any information provided with anyone outside our organization, subject to our Privacy Policy.
4. Work and delivery output
  1. ProudMouth is a retainer service. If you don’t provide the necessary content or schedule the necessary meetings , work cannot be done and billing will continue.
  2. The team will turn around your podcast and assets within 10 business days of receiving the completed recording.
    - To a maximum of 2 episodes per week can be submitted to receive the 10 business day turn around
    - NOTE: In the event of an unforeseen weather event or natural disaster the team will work to produce your episodes as quickly as possible, however if there are widespread events we may be delayed in returning the completed files to you.
    - The output of your assets are determined on the products and services you signed up for as outlined below.
      1. Podcasting:
        Podcast Recording (if podcast facilitator is required)
        Podcast Editing (we remove filler words, pauses (where space permits), and mistakes), you are entitled to receive the following edits:
        production edit and
        one additional edit for compliance reasons,
        NOTE: If additional edits are required outside of the two listed above there will be an additional editing fee, you will be required to pay the invoice prior to the edits being completed.
        Podcast Transcript – scrubbed to remove typos and misspelled words – it is not intended for publication, transcripts are used for compliance reviews/reference only
        Podcast Summary (show notes)
        Once your content is reviewed and approval is received it will take 5 calendar days for a podcast to go live on your podcast channel.
      2. Content Multiplication may include the following:
        Audioburst(s)
        Quote Meme(s)
        Automated motion text video
        Social Copy
        Note: These services may change due to social media algorithms, based on best practices and industry research the product may evolve over time and we will adjust to meet the needs.
      3. Social Media
        We schedule approved copy on the chosen platforms to build awareness
        It will take 5 calendar days for a post to go live on your social media.
        There is a 2-business day approval period for social media copy & assets.
        We cannot delete published social media posts.
        We cannot post to Reels or TikTok due to API limitations.
        We do not offer social media maintenance and cannot reply to comments, manage inbox, etc.
        We will only schedule posts created through ProudMouth.
        We need content 1 week in advance in order to publish it to your social media on time.
      4. Asset Sets (Social Media Graphics)
        Each plan comes with Asset sets for setup. You are always able to purchase additional asset sets to be used with your subscriptions and there is no cap on the amount you can purchase.
        While we do our best to accommodate specific needs and modifications to the template set, the assets included must be in line with the nature of the original assets provided by default.
        Each asset set will include the following:
        Podcast Graphics :
        Podcast Channel Art
        Podcast Channel Graphics
        Landscape Podcast Episode Artwork
        Channel branding
        Square iTunes Album Cover Art
        Landscape YouTube Thumbnail
        Launch Posts – applies to initial set up only
        Launch Assets – applies to initial set up only
        Evergreen podcast posts with accompanying graphics – applies to initial set up only
        NOTE: If you have a brand change or wish to upgrade your graphics additional fees may apply.
        Content Multiplication Assets (if service selected) Templates including:
        Square Video Meme (if necessary) for Audiogram: 1080px x 1080px with captions on the video for video or audio submissions by default.
        Landscape Text Motion Video and Audiogram: 1920px x 1080px
        Square Image Quote: up to 25 words max. (if necessary)
        Social Media Assets (if service selected):
        Social Media Optimization Report
        Social Media Cover Graphics

7. Pricing

1. Pricing is subject to change at any time and without notice. This applies to new and existing clients.

8. Third Party Services

1. ProudMouth uses multiple third party services and platforms to help manage our processes. Please see each company’s terms and conditions as they all apply with the ProudMouth service. The list of companies utilized may change at any time without notice:
  1. Google Drive
  2. Sendible
  3. Asana

9. Digital Millennium Copyright Act (DMCA)

1. In the event materials are made available to the Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
    - Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
    - A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    - A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      1. All DMCA notices should be sent to our designated agent as follows:
      2. Kirk Lowe Kirk@proudmouth.com
    - It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

10. ProudMouth is A Retainer Service

1. We are unable to make up any services you do not submit or record. This means if you don’t schedule recordings or provide us with content , we are unable to create your content.
2. You are assigned a dedicated Client Success Coordinator from our team.This team member has a specified number of hours dedicated to work on one client each day.
3. A great way to avoid missing any recordings is to create a monthly recurring schedule. This means you will always have the recordings scheduled in your calendar and allows you to plan ahead to record your preferred number of episodes. We will return the completed content to you based on your plan.
4. Should you choose not schedule your podcasts on a regular basis, it is up to you to ensure that you are booking your podcast recording(s) in a timely manner, schedule changes and/or cancellations, may not always allow for adequate time to produce your episodes on a regular cadence and you may be subject to “rush” fees if you require an episode to be released with quicker turn around times.

11. Review the knowledge base

Finally, you agree that you’ve reviewed and understand the content within our knowledge base outlining details on how our service works and its scope of service.

ProudMouth - Service Terms and Acceptance

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