1. Introduction
This Service Level Agreement ("SLA") sets forth the terms and conditions under which Adapt Media Agency ("Service Provider") will provide services to the client ("Client"). This agreement outlines the responsibilities of both parties, service expectations, and penalties for non-compliance.
2. Services Provided
Adapt Media Agency will provide the services as outlined in the signed and agreed-upon proposal.
3. Service Availability
Adapt Media Agency will provide services during normal business hours (9 AM - 5 PM EST, Monday to Friday). Any services required outside of these hours will need prior agreement and may be subject to additional charges.
4. Communication Expectations
Once the project commences, Adapt Media Agency agrees to perform all project-related tasks within the project management system, ClickUp. Communication notifications to the Client will arrive via ClickUp, the ClickUp app, and via email (email initiated from ClickUp) as set up between the Service Provider and the Client during onboarding.
During the project build phase, Adapt Media Agency’s goal is a 24-hour (business hours) response time. The agreed-upon expectation is 48 business hours for communications within ClickUp or emails initiated from ClickUp. The same level and timeliness of communication is expected to be reciprocated from the Client.
It is understood that communications sent outside of ClickUp are discouraged, as they can lead to loss of project-related information congruence and longer response times.
The Client agrees to notify the Service Provider of any expected gaps in communication due to business, vacation, or other related reasons to ensure timely project flow.
The Service Provider will attempt to reach the Client four times via ClickUp over the course of two weeks. If no response is received from the Client, the Service Provider will send one email outside of ClickUp in an attempt to contact the Client and wait one week. After three weeks of no communication from the Client, the Service Provider will remove the Client from the Active Project Queue until the Client contacts the Service Provider.
Communication escalations are to be sent via email to the Service Provider Operations Manager at vlad@adaptmediaagency.com.
5. Client Responsibilities
To ensure the successful delivery of services, the Client agrees to:
Provide all necessary materials, content, and information required by Adapt Media Agency in a timely manner.
Respond promptly to requests for feedback, approvals, or decisions necessary for the progression of work and follow the Communication Expectations set forth in section 4.
Maintain consistent communication and availability during the project timeline.
Make payments as per the agreed schedule, detailed in the proposal.
6. Client Sign Off’s
Throughout the creative process, the Service Provider will provide the Client with “Client Signoffs.” A Client Signoff is a stage of the creative process where the Client decides and locks a certain phase of the project. A “Client Signoff” will be clearly identified and signed off by the Client during the process. The intent of the lock is to ensure a smooth and decisive transition between phases of the creative process and to prevent the Client from exhausting the Service Provider’s resources through excessive changes later in the process.
Should the Client wish to make changes after a “Client Signoff” has been agreed upon, a "Change Order Fee" ranging from $200 to $500, depending on the scope of the change as quoted by the Service Provider, will be applied.
7. Penalties for Non-Compliance
7.1 Service Provider Penalties:
If a delay on the part of the Service Provider results in the Client missing critical business deadlines, Adapt Media Agency will work to provide expedited services at no additional cost where feasible.
7.2 Client Penalties:
If the Client fails to provide necessary materials, feedback, or approvals within the agreed Communication Expectation timeframes, Adapt Media Agency reserves the right to extend the project deadline proportionately. If such delays cause significant disruption, a reactivation fee of $500 may be applied.
Should the Client delay payments beyond the agreed schedule, a late fee of 1.5% of the outstanding amount will be charged per month until the payment is made.
Continuous non-compliance or failure to meet responsibilities may result in the suspension of services until the issue is resolved.
8. Payment & Ownership
Payment Terms:
Payments are due as per the schedule outlined in the proposal. All invoices must be paid within 7 days of receipt unless otherwise agreed upon in writing. Unless otherwise arranged, the Client authorizes the Service Provider to charge the agreed-upon fees to the credit card on file on a recurring monthly basis.
Commitment:
Once monthly billing begins and work has commenced, the Client is committed to a 12-month minimum contract. Payments are nonrefundable, and the full balance of the 12-month term is due.
Ownership During Term:
Until the 12-month minimum contract is satisfied and all payments are current, the Service Provider retains ownership of all assets created. The Client may use the website and other delivered assets during this time so long as payments remain current. If payments lapse, the Service Provider may suspend access or remove assets until the account is brought current.
Ownership After 12 Months:
Upon completion of the 12-month minimum contract and receipt of all payments due, 100% ownership of all assets created under this agreement transfers to the Client.
Renewal & Cancellation:
After the 12-month minimum, this agreement automatically converts to a month-to-month arrangement. Either party may cancel with 30 days’ written notice. Ownership of all assets delivered up to the cancellation date will remain with the Client.
Late Payments:
Payments not received by the due date will incur a late fee of 1.5% per month until paid in full.
9. Confidentiality
Both parties agree to keep all confidential information received from the other party secure and not disclose it to any third parties, except as required by law. The confidentiality obligations shall survive the termination of this agreement for a period of five years.
10. Termination
Standard Termination:
After the 12-month minimum contract is complete, either party may terminate this agreement with 30 days’ written notice.
Payment Obligations:
If the Client terminates before completing the 12-month minimum, the Client remains responsible for the full balance of the contract as outlined in Section 8. Any incomplete work or assets will remain the property of the Service Provider until all payments are made in full.
For Cause:
The Service Provider may terminate this agreement immediately if the Client fails to meet their responsibilities, breaches the terms of this SLA, or is more than 30 days delinquent on payments.
11. Portfolio Use
The Service Provider retains the right to display completed work in its portfolio and marketing materials unless the Client requests in writing to opt out at the start of the project.
12. Third-Party Platform
The Service Provider is not responsible for outages, policy changes, deprecations, or issues related to third-party platforms or software (including but not limited to hosting providers, GoHighLevel/Adapt Pro, podcast platforms, and social networks). The Service Provider will make commercially reasonable efforts to assist in remediation if such issues arise.
13. Non-Solicitation
The Client agrees not to solicit or hire any employee or contractor of the Service Provider during the term of this agreement and for 12 months thereafter without prior written consent from the Service Provider.
14. Force Majeure
Neither party will be liable for delays or failures caused by events beyond reasonable control, including acts of God, internet outages, labor disputes, or government restrictions.
15. Dispute Resolution
Any disputes arising from this agreement will be resolved through good faith negotiations. If unresolved, the dispute will be referred to mediation or arbitration in accordance with the laws of the jurisdiction in which Adapt Media Agency operates, specifically in Charlotte, NC.
16. Governing Law
This agreement shall be governed by and construed in accordance with the laws of North Carolina, United States.
17. Acceptance
By signing the sales proposal and making the first payment, the Client agrees to the SLA outlined in this document.