Unless otherwise stated in the proposal, by signing a proposal with Raborn Media, you agree to all terms & conditions outlined below.
General Terms
1. Term. The term of this Agreement shall be as set forth in the applicable Proposal. Unless otherwise stated, services will commence upon the execution date of the Proposal. All Monthly Flex Retainers will automatically renew for successive terms equal in length to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Effective for any renewals occurring after January 1st, service rates will be subject to an automatic 2.5% annual increase, unless otherwise agreed in writing.
2. Services Provided. During the term of this agreement, Raborn Media shall perform the services outlined in the Proposal. Any additional services must be documented and may be subject to additional fees (see Section 4).
3. Compensation. Client agrees to pay Raborn Media the fees as outlined in the Proposal. Payments shall be made within thirty (30) days of the invoice date (“Net 30”) unless otherwise agreed in writing. Payments must be made to: Raborn Media.
3(a). Scope Adjustments, Overages, and Service Tier Changes. Any services requested outside the agreed-upon scope will be billed at Raborn Media’s standard rate of $100/hour, with overages invoiced on a quarterly basis. To help avoid such overage charges, the Client may request an upgrade to a higher service tier at any time during the term of the Agreement. If an upgrade is approved, it will be applied retroactively to the start of the current term. The Client will then be billed a one-time fee equal to the difference between the original and upgraded monthly service fees, multiplied by the number of months elapsed in the current term, in addition to all future monthly charges at the upgraded rate. Downgrades to a lower service tier are not permitted prior to the expiration of the current agreement term. All changes in service tier are subject to approval by Raborn Media LLC and must be confirmed in writing.
3(b). Initial Payment Requirements – For all new Clients, the applicable initial payment must be received in full before any work will commence. Clients engaging Raborn Media on an hourly basis without a structured Flex Plan must prepay an amount equal to ten (10) hours at the standard hourly rate, which will be credited against future hourly work. Clients enrolling in a Flex Plan are required to pay the first month’s fee in full upfront. Similarly, Clients on a project-based plan must submit the agreed-upon initial installment before services begin. No work will be initiated until the appropriate initial payment has been received in full.
3(c). Banked Hours. Flex hours may be carried forward (“banked”) for up to twelve (12) months, provided the Client remains under an active agreement during that time. Banked hours will expire if unused within that twelve-month period or if the agreement is terminated or lapses.
3(d). Credit Card Convenience Fee – Client may remit payment by credit card, subject to the assessment of a payment convenience fee equal to three percent (3%) of the total invoiced amount. Such fee shall be applied in accordance with, and only to the extent permitted by, applicable state law, and shall be included in the total amount due on the applicable invoice.
4. Expenses. Client agrees to reimburse Raborn Media for reasonable out-of-pocket expenses incurred in connection with the services, provided such expenses are approved in writing by the Client in advance. Reimbursement requires proper documentation, including itemized receipts.
5. Independent Client. Raborn Media is and shall remain an independent contractor. Nothing in this Agreement shall be construed as creating an agency, joint venture, partnership, or employment relationship between the parties.
5(a). No Benefits or Employment Rights. Raborn Media is not entitled to any employee benefits from Client (e.g., insurance, workers’ compensation, retirement). Raborn Media affirms there have been and will be no representations regarding employment by Client.
6. Termination. This Agreement may be terminated by either party after the initial term with thirty (30) days’ written notice. However, early termination by the Client does not relieve the Client of its obligation to pay the full amount due under the Agreement for the entire committed term, as outlined in the Proposal. Termination shall not affect any accrued compensation or obligations related to confidentiality, indemnification, or ownership of work product.
6(a). Renewal Term Termination. The Client may terminate prior to the start of any Renewal Term by providing written notice at least thirty (30) days before the renewal date. If timely notice is not provided, the Agreement will automatically renew, and the Client will remain responsible for the full payment of the renewal term.
6(b). Accrued Compensation. Client agrees to pay all amounts due for completed work, deliverables, or services initiated during the term, regardless of whether those services are completed before or after termination.
6(c). Post-Termination Deliverables. Upon termination and receipt of all outstanding payments, Raborn Media shall promptly deliver to the Client all work product, documentation, and materials related to the engagement.
7. Proprietary Rights. All final deliverables specifically developed by Raborn Media for the Client under this Agreement and intended for Client use shall be considered “work made for hire” and shall become the sole and exclusive property of the Client upon full and final payment. These deliverables include only the final compiled or completed output explicitly described in the Proposal and approved by the Client.
Raborn Media retains all rights, title, and interest in and to:
(a) Any and all pre-existing materials, including but not limited to source code, scripts, templates, frameworks, design elements, strategies, documentation, methodologies, processes, systems, tools, code libraries, and other assets developed, owned, or licensed by Raborn Media prior to or outside the scope of this engagement;
(b) Any open-source software, third-party code, stock media, or licensed assets used or incorporated into the deliverables, which shall remain subject to the applicable licenses and restrictions;
(c) Any and all intellectual property rights, know-how, coding techniques, marketing strategies, concepts, processes, documentation, and creative methods used in the performance of services, whether developed before, during, or after the engagement, to the extent not exclusively and directly tied to the final deliverable;
(d) Any underlying or supporting files, drafts, working files, design files, notes, test environments, development environments, version history, or other materials not expressly designated as final deliverables.
Nothing in this section shall restrict Raborn Media from reusing, repurposing, or adapting any portion of the above for other projects or clients, subject to applicable confidentiality obligations.
Raborn Media also retains the right to showcase any completed work in its portfolio, case studies, promotional materials, and marketing channels, unless otherwise agreed in writing.
8. Confidentiality. Raborn Media agrees to keep confidential all proprietary, business, and technical information received in the course of the engagement. This obligation survives termination of the agreement.
9. Indemnification. Each party agrees to indemnify and hold harmless the other from any and all liabilities, costs, or claims (including legal fees) arising from negligence, misuse of information, breach of this agreement, or third-party claims arising from their respective actions.
10. No-Hire. Client agrees not to directly or indirectly hire, solicit, or engage any employee, contractor, or consultant of Raborn Media for a period of two (2) years following the termination of this Agreement without prior written consent.
11. Payment Delinquency & Interest
11(a). Service Suspension. If any invoice is more than thirty (30) days overdue, Raborn Media may suspend services until payment is made in full.
11(b). Interest on Late Payments. Late invoices will accrue interest at a rate of 2.5% per month, or the maximum rate permitted by law, whichever is lower.
12. Miscellaneous Provisions.
a. Captions. Section headings are for convenience and do not affect interpretation.
b. Severability. If any provision is found unenforceable, the remainder of the agreement shall remain in effect.
c. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, or, where required by law, the state where services are delivered.
d. Notices. All communications must be in writing and may be sent via email to the contact listed in the Proposal.
e. Entire Agreement. This document, along with the Proposal, constitutes the entire agreement and supersedes all prior understandings. Changes must be in writing and signed by both parties.
f. Counterparts. This agreement may be executed electronically and in counterparts, which together constitute one agreement.
13. Security Interest. Client hereby grants Raborn Media a security interest in all work product, deliverables, creative assets, content, data, strategies, plans, campaigns, documents, systems, website files, source code, and any other materials or intellectual property developed, created, or provided by Raborn Media in connection with this Agreement, whether tangible or intangible. This security interest shall remain in effect until all outstanding payments due under this Agreement have been paid in full. Raborn Media reserves the right to withhold delivery, access, usage rights, or transfer of any such materials until full payment is received. This clause is intended to be enforceable under the Uniform Commercial Code (UCC) and may be recorded to perfect Raborn Media’s security interest where applicable.
The Terms & Conditions above supersede any previous agreements between the Client and Raborn Media. Any exceptions must be agreed to and outlined in the signed Proposal.
Service Specific Terms
Unless otherwise stated in the fully executed proposal:
1. Video
1(a). Raw Footage – Client is entitled to all raw footage shot on the clients’ behalf in its original format. Format conversion is an additional service that must be outlined in the proposal. (e.g. If we film in .BRAW, that’s what we’ll deliver the raw footage in. To convert to .mp4 is an additional cost)
1(b). Standard Shoot – A “standard shoot” is comprised of 1 videographer shooting on a Black Magic 4K camera (or equivalent) in a logarithmic color profile with basic audio equipment.
2. Graphic Design
2(a). Working Files – Client is not entitled to the working files (e.g. the Illustrator files, inDesign files, Photoshop files, etc.) of a particular project.
3. Logo Design
3(a). Working Files for Selected Logo Design – Client is entitled to a working vector file and other formats of the final selected logo.
3(b). Working Files for Unselected Logo Designs – Client is not entitled to the working files (e.g. the Illustrator files, inDesign files, Photoshop files, etc.) of any logo made in the logo design process that were not selected as the final deliverable.
4. Web & Application Development
4(a). Final Deliverables – Client is entitled to the final exported version of the website or application, including compiled code, front-end assets, and live environment files, as defined in the proposal. This includes the fully deployed product and any associated assets required for basic operation and use.
4(b). Source Files, Iterations, and Development Environments – Client is not entitled to access, ownership, or delivery of any non-final development files, source code iterations, test environments, staging files, development tools, proprietary frameworks, internal documentation, or any other working materials used or created in the process of developing the final deliverable, unless explicitly stated in the proposal. Access to these materials is considered a separate service and may require additional fees and licensing terms.
Updated: April 30th, 2025
If your agreement was signed prior to April 30th, 2025, please refer to the Legacy Terms & Conditions the for the applicable terms.