Trailer Park Inc. d/b/a Trailer Park Group
Terms and Conditions

1. Overview and Application

These Website Terms and Conditions (Terms) apply to all services and deliverables provided by the applicable Trailer Park Inc. d/b/a Trailer Park Group and its affiliate or subsidiary (the “Company”) identified in the relevant estimate, proposal, fee schedule, statement of work, or similar document agreed to by the parties for the client identified therein (the “Client”).

These Terms are incorporated into, and form part of, each accepted estimate, proposal, fee schedule, statement of work, or similar document (each, an Estimate). Each Estimate, together with these Terms, constitutes the complete agreement for the applicable services and deliverables.

In the event of any conflict between these Terms and the applicable Estimate, the order of precedence set out in Section 18 will apply, unless the parties expressly agree otherwise in a written amendment signed by both parties.

These Terms render null and void all conflicting or inconsistent terms proposed or issued by Client, whether contained in a purchase order, estimate, statement of work, proposal, procurement portal, procurement process, invoice requirement, master agreement, supplier agreement, or any other document, and no such document will modify, amend, or supplement these Terms or any Estimate unless expressly agreed in a written agreement signed by both parties.

2. Scope

The scope of services, deliverables, fees, schedule, and any project-specific assumptions are those set out in the applicable Estimate. These Terms apply to all services and deliverables under that Estimate unless the Estimate expressly states otherwise.

Each Estimate reflects the then-current approved scope discussed between Company and Client. In the event of any conflict between a current Estimate and any earlier proposal or response from Company, the most recent mutually agreed Estimate will control, subject always to these Terms.

3. Fees, Exclusions, and Assumptions

Unless expressly included in the applicable Estimate, Company’s fees exclude:

• any third-party materials, assets, services, or software not specifically listed in the applicable Estimate, including but not limited to stock imagery, fonts, music, audio or audiovisual content, on-screen talent, voiceover artists, and other creative assets or usage rights;
• mechanicals;
• finishing, final artwork, or full-resolution print production; and
• any other costs, expenses, or disbursements arising from changes in scope, additional deliverables, or Client-directed requirements not set out in the applicable Estimate.

If Company proposes to use any additional third-party materials, assets, or software not expressly included in the applicable fee schedule, Company will notify Client in writing before incurring those costs or using those items. Any such items will be subject to Client approval and may result in additional fees, costs, or schedule changes.

All schedules and pricing are based on the assumption that Client will timely provide all materials, information, legal restrictions, business requirements, approvals, feedback, and other inputs reasonably required to complete the services and deliverables.

Unless otherwise specified in the applicable Estimate, all invoices are due and payable within thirty (30) days of the invoice date. Any amounts not paid by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the due date until the date of actual payment.

4. Client Responsibilities

Client will:
• provide all materials reasonably required to complete the deliverables;
• provide all legal requirements, regulatory requirements, creative restrictions, and brand guidelines before services begin;
• designate a primary point of contact with authority to provide instructions, approvals, and sign-off on behalf of Client, unless otherwise specified in the applicable Estimate;
• review deliverables and provide consolidated feedback within any timeframes reasonably requested by Company; and
• remain responsible for the accuracy, completeness, and legality of all materials, claims, instructions, and content supplied by Client.

Client is responsible for legal clearance of the final deliverables and their use, except that Company will be responsible for obtaining Client’s prior written approval before using any third-party materials or software in creating deliverables where such third-party items are not already expressly included in the Estimate.

5. Revisions, Feedback, and Change in Scope

Unless otherwise stated in the applicable Estimate, Company’s fees include up to one (1) round of revisions.

The Estimate schedule and fees are based on the expected scope and complexity of Client feedback. The parties acknowledge that any of the following may require adjustments to fees, timing, or both:

• late delivery of Client materials or information;
• incomplete materials or incomplete instructions;
• evolving or changing legal, regulatory, creative, or brand restrictions;
• changes in project scope, strategy, deliverables, or specifications;
• fragmented, inconsistent, or delayed feedback;
• requests outside the agreed scope; or
• extensive feedback requiring additional development or revision time.

Any revisions, changes, or services beyond the included revision rounds or beyond the agreed scope may be billed at Company’s then-current rates or as otherwise set out in a written change order or updated Estimate.

All schedules are estimates only and depend on timely Client inputs and the nature and complexity of Client feedback. Company does not guarantee any delivery date unless expressly agreed in writing.

6. Volume Discounts and True-Up

If Company provides pricing based on an agreed annual volume, committed spend, projected service level, or other volume-based discount, that discount is conditioned on Client meeting the applicable commitment within the specified calendar year stated in the Estimate or related pricing documentation.

If Client does not meet that agreed commitment during the applicable calendar year, Company will be entitled to invoice a good faith true-up fee to reflect:

• the discount provided in anticipation of the agreed volume; and
• the lost value associated with the anticipated services or spend not realized.

Any such true-up fee will be commercially reasonable, calculated in good faith, and payable by Client on net fifteen (15) days terms from invoice.

7. Third-Party Materials and Clearances

Where Company selects and incorporates third-party materials that Company is responsible for procuring under the Estimate, Company will obtain the applicable rights and permissions for the agreed use, subject to Client’s written approval of the associated costs where those costs are additional.

Where Client directs Company in writing to obtain a license from a third party for use of materials in connection with the services or deliverables, Company will: (i) communicate with Client to ensure that such license is sufficient for the contemplated use (including, for example, in terms of duration, territory, and platforms); (ii) obtain Client’s written approval of the license terms prior to procuring such license; and (iii) provide Client with a copy of the final, signed license. Client acknowledges that Company is obtaining such license at Client’s direction and for Client’s benefit.

Where Client supplies any third-party materials or directs Company to use specific third-party materials, Client is solely responsible for obtaining and paying for all necessary rights, licenses, permissions, consents, and releases for Client’s intended use, including in relation to voice, likeness, performance, music, audio or audiovisual content, photographs, artwork, fonts, props, locations, talent, and any other third-party elements supplied by or specified by Client, unless the parties expressly agree otherwise in writing.

8. Intellectual Property

Subject to Client’s payment in full of all amounts due, all final deliverables specifically created by Company for Client under an Estimate will be owned by Client solely for the purposes and uses identified in that Estimate, except for:

• Company’s pre-existing materials, tools, know-how, methodologies, templates, software, processes, and other background intellectual property;
• third-party materials; and
• concepts, working files, drafts, unused creative, pitches, and production materials not expressly designated as final deliverables.

To the extent any Company pre-existing materials are incorporated into a final deliverable, Company grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use those incorporated materials solely as part of, and as necessary to use, the final deliverable for Client’s business purposes.

Client retains all right, title, and interest in Client’s trademarks, service marks, brand assets, and materials provided by Client. Company may use such items only as necessary to perform the services.

Company may not incorporate Company pre-existing materials or third-party proprietary materials into final deliverables in a manner that materially restricts Client’s intended use unless Company has informed Client in writing in advance.

9. Confidentiality

Each party receiving confidential or proprietary information from the other party will use reasonable care to protect that information and will not disclose it to third parties except to its employees, contractors, professional advisers, or service providers who have a need to know and are bound by confidentiality obligations.

Confidential information does not include information that:

• is already known without confidentiality obligation;
• becomes public through no fault of the receiving party;
• is independently developed without use of the disclosing party’s confidential information; or
• must be disclosed by law, regulation, or court order, provided the receiving party gives notice where legally permitted.

After Client has made the applicable deliverables public, Company may display the final public-facing work in its portfolio, website, case studies, social media, and other owned marketing channels, unless the Estimate expressly states otherwise.

10. Representations and Warranties

Company represents that it will perform the services in a professional and workmanlike manner, using personnel with appropriate skill and care, and in material compliance with applicable law.

Client represents that it has all rights necessary to provide any materials, instructions, claims, or content it supplies to Company and to authorize Company’s use of the same for the project.

Except as expressly stated in these Terms, Company disclaims all other warranties, whether express, implied, statutory, or otherwise.

Company does not warrant, and assumes no liability for, compliance of any services or deliverables with the Americans with Disabilities Act (ADA), Equality Act 2010 or any similar accessibility, equality, disability, or comparable legislation unless compliance services are expressly included in the applicable Estimate.

11. Approval; Modification After Delivery

Client is responsible for reviewing and approving deliverables before publication, broadcast, manufacture, distribution, or other use.

Any modification, alteration, re-edit, re-versioning, adaptation, or other change to Company’s deliverables after delivery by anyone other than Company will void any warranty and indemnification obligations of Company to the extent arising from or related to that modification.

12. Indemnification

12.1 Client Indemnity

Client will indemnify, defend, and hold harmless Company and its affiliates, personnel, and subcontractors from and against any third-party claims, losses, damages, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

• materials, content, data, or instructions supplied by Client;
• claims, advertising statements, or representations supplied or approved by Client;
• Company’s compliance with Client’s instructions;
• Client’s breach of these Terms or the applicable Estimate; or
• Client’s use of deliverables other than as approved or delivered by Company.
• Client’s breach of the terms or conditions of any third-party license obtained by Company at Client’s direction, or any use of licensed materials by Client, its affiliates, partners, or licensees that exceeds the scope of rights granted under that license.

12.2 Company Indemnity

Company will indemnify, defend, and hold harmless Client from and against third-party claims, losses, damages, liabilities, costs, and reasonable attorneys’ fees arising out of:

• Company’s gross negligence, fraud, or willful misconduct;
• bodily injury, death, or tangible property damage caused by Company in performing the services;
• Company’s gross negligence, fraud, or willful misconduct in performing the services; or
• allegations that final deliverables created by Company and delivered to Client infringe third-party intellectual property rights, excluding claims arising from Client materials, Client instructions, Client modifications, or third-party materials approved or supplied by Client.

12.3 Procedure

The indemnified party must promptly notify the indemnifying party of any claim, provide reasonable cooperation at the indemnifying party’s expense, and permit the indemnifying party to control the defense and settlement, except that no settlement may impose liability or admission on the indemnified party without its prior written consent, not to be unreasonably withheld.

The indemnification obligations in this Section survive termination.

13. Financial Condition; Suspension and Cancellation

Client will promptly notify Company of any material adverse change in Client’s financial condition that could reasonably affect Client’s ability to pay amounts due.

If Client experiences a material change in financial condition, or if any invoice is not paid within fifteen (15) days of its due date, Company may suspend work, require advance payment, or cancel any cancelable commitments, reservations, or third-party arrangements unless Client makes payment arrangements reasonably acceptable to Company before applicable cancellation deadlines.

Client remains responsible for any non-cancelable costs, commitments, and expenses incurred on Client’s behalf.

14. Termination

Either party may terminate an Estimate for convenience upon five (5) days’ written notice, unless the applicable Estimate provides otherwise.

Upon termination, Client will pay Company for:

• all services performed up to the effective date of termination;
• all approved or non-cancelable third-party costs and expenses incurred or committed on Client’s behalf; and
• an early termination fee equal to forty percent (40%) of the remaining unpaid fees under the terminated Estimate, provided that the total amount payable will not exceed the total fees set out in that Estimate.

Any early termination fee is due within five (5) days of invoice.

Termination does not affect rights or obligations that accrued before termination or any provisions that by their nature should survive termination.

15. Failure of Suppliers

Company will use reasonable efforts to manage and coordinate third-party suppliers, vendors, and media, but Company is not responsible for their acts, omissions, delays, failures, insolvency, or nonperformance, except to the extent caused by Company’s own breach, gross negligence, or willful misconduct.

16. Limitation of Liability

To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, or anticipated savings, arising out of or relating to these Terms or any Estimate, even if advised of the possibility of such damages.

Company’s total aggregate liability arising out of or relating to these Terms and all applicable Estimates will not exceed the total fees paid or payable by Client to Company under the specific Estimate giving rise to the claim.

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• amounts expressly payable under an indemnity obligation; or
• any liability that cannot be excluded or limited by applicable law.

17. Governing Law and Jurisdiction

These Terms and each Estimate will be governed by the laws of the jurisdiction applicable to the relevant Trailer Park Group affiliate or subsidiary identified in the Estimate. Unless otherwise specified in the Estimate, if the applicable Trailer Park Group entity is based in (i) California, the laws of the State of California (Los Angeles County) apply; (ii) England and Wales, the laws of England and Wales apply; (iii) India, the laws of India apply; or (iv) any other jurisdiction expressly identified in the Estimate, the laws of that jurisdiction apply. The parties irrevocably submit to the exclusive jurisdiction of the courts of the applicable jurisdiction.

• State of California;
• England and Wales;
• India;
• Or any other such other jurisdiction expressly identified in the applicable Estimate.

Unless otherwise specified in the Estimate, the parties agree to submit to the applicable courts of that jurisdiction.

18. Entire Agreement; Amendments; Order of Precedence

These Terms, together with the applicable Estimate, constitute the entire agreement between the parties with respect to the relevant services and deliverables and supersede all prior or contemporaneous discussions, proposals, understandings, and agreements relating to that subject matter.

No amendment, waiver, or modification of these Terms or any Estimate will be effective unless in writing and signed by both parties.

The order of precedence is:

1. a written amendment signed by both parties;
2. the applicable Estimate;
3. these Terms; and
4. any other document.

19. Survival

Sections relating to payment, true-up, confidentiality, intellectual property, indemnification, limitation of liability, governing law, and any other provisions that by their nature should survive, will survive expiration or termination.

20. Acceptance

By accepting an Estimate, instructing Company to commence work, issuing a purchase order referencing an Estimate, or using any deliverables, Client agrees to be bound by these Terms.