Contract Terms and Conditions

Prosecco Corporation Digital Advertising Terms and Conditions

Effective as of January 1, 2026

1. General Terms

• Definitions:
  • Advertiser: The client purchasing advertising services from Prosecco Corporation.
  • Campaign: The digital marketing initiative outlined in the insertion order (IO) or agreement.
  • Deliverables: Advertising materials, impressions, clicks, leads, or other agreed-upon outcomes.
  • Insertion Order (IO): A document specifying campaign details, including deliverables, budget, and timeline.
  • Advertising Materials: Content provided by the Advertiser, including text, images, videos, and URLs.
  • Creative Assets: Custom-designed materials such as digital ads, landing pages, emails, videos, and direct mail created by Prosecco Corporation for the Advertiser.
• Independent Contractors:
  The relationship between Prosecco Corporation and the Advertiser is that of independent contractors. Neither party may create obligations on behalf of the other.
• Governing Law:
  This agreement is governed by the laws of [Insert State/Region]. Any disputes will be resolved in the courts of [Insert Jurisdiction].
• Force Majeure:
  Neither party will be held liable for delays caused by events beyond their control, such as natural disasters, strikes, or technical failures. Written notice must be provided within 10 business days of such events.
• Notices/Publicity:
  Prosecco Corporation may identify the Advertiser as a client in marketing materials. The Advertiser grants Prosecco Corporation a non-exclusive license to use its trademarks and logos for campaign purposes.
• Entire Agreement:
  This document, along with the IO, constitutes the entire agreement between the parties and supersedes all prior agreements. Amendments must be made in writing and signed by both parties.

2. Payment Terms

• Net 30 Days: Payments are due within 30 days of the invoice date unless otherwise specified in the IO. All billing will be made on a monthly basis for all activity in a given month unless otherwise indicated.
• Late Payments: Payments not made by the due date will incur a late charge of 1% per month (12% per year). Prosecco Corporation reserves the right to suspend services or terminate the agreement if payment is not received after written notice.
• Taxes: Advertisers are responsible for applicable taxes, excluding taxes on Prosecco Corporation’s income.
• Collection Costs: If litigation is required for collection, the Advertiser will be responsible for all associated costs, including reasonable attorneys’ fees.

3. Confidentiality

• Both parties agree to maintain the confidentiality of proprietary information, including business methods, marketing strategies, and campaign details. Confidential Information does not include information that is publicly available, independently developed, or disclosed by law.
• Upon termination of the agreement, all Confidential Information must be returned or destroyed, with written certification of destruction provided upon request.
• Breaches of confidentiality may result in irreparable harm, entitling the Disclosing Party to seek injunctive relief.

4. Indemnity and Limitation of Liability

• Advertiser Indemnity: The Advertiser agrees to indemnify Prosecco Corporation against claims arising from gross negligence, breach of obligations, or misuse of accounts or materials.
• Prosecco Corporation Indemnity: Prosecco Corporation will indemnify the Advertiser against claims arising from gross negligence or breach of obligations.
• Liability Cap: Neither party’s cumulative liability will exceed the fees paid under the agreement. Neither party will be liable for indirect, incidental, or consequential damages.

5. Digital Marketing Services

• Digital Campaign Theme:
  • Prosecco Corporation will develop and present scoped campaign themes for Advertiser review. Two rounds of revisions are included. Once a theme is selected, native files will be delivered for implementation.
  • Additional revisions beyond the included rounds will be subject to consulting fees.
• Digital Marketing Media Plan and Execution:
  • Media Plan Revisions: Up to two rounds of media plan revisions are included. Additional revisions will incur consulting fees of $250 per hour.
  • Delays: Campaign delays beyond 60 days due to Advertiser’s lack of response may result in consulting fees.
• Reporting and Performance:
  • Prosecco Corporation will provide monthly performance reports, including key metrics such as impressions, clicks, and conversions.
  • Any discrepancies in reporting must be raised within 10 business days of receiving the report.
• Digital Privacy:
  • The Advertiser represents that all personal data provided complies with applicable privacy laws, including GDPR. Prosecco Corporation will use anonymized campaign data for internal benchmarking purposes only.

6. Creative Services

• Creative Asset Development:
  • Ownership: Creative assets developed by Prosecco Corporation remain its property until full payment is received. Upon payment, ownership transfers to the Advertiser.
  • Revisions: Advertisers are entitled to two rounds of revisions for creative assets. Additional revisions will incur a charge of $50 per page/canvas.
  • Approval Process: Advertisers must review and approve creative assets within five (5) business days of delivery. Delays in approval may impact campaign timelines.
  • Stock Photography: If stock photos are required, a $300 per image charge will apply.
  • Interview Charges: Interviews conducted for creative purposes will incur a $300 per interview charge.
• Video Editing:
  • A creative brief will be developed and approved before video editing begins. Feedback must be consolidated into one document per revision round. Additional revisions may incur hourly fees.
  • Final files will be delivered as a digital file.

7. Equal Employment and Non-Discrimination

• Equal Employment Opportunity:
  Prosecco Corporation affirms its commitment to equal employment opportunities and non-discrimination in all services provided.
• Non-Discrimination by Advertiser:
  The Advertiser agrees to treat all Prosecco Corporation employees and subcontractors equally, without discrimination based on protected characJateristic

IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above. The parties hereto agree that a facsimile or electronic transmission of this fully executed Agreement shall constitute an original and legally binding document.