51BLOCKS ADVERTISING MASTER SERVICES TERMS
In consideration for Client’s payment of applicable fees, 51Blocks will provide Client with those services specifically set forth in mutually agreed upon Statements of Work signed by each party that reference this Agreement (the “Services”) in accordance with the terms of the Agreement.
Each Statement of Work referencing this Agreement will be subject to and governed by the terms and conditions of this Agreement. Statements of Work may only be modified by written agreement signed by authorized representatives of each party.
Client shall provide 51Blocks with such resources, information, cooperation, and assistance as 51Blocks may reasonably request in connection with the performance of the Services. Unless otherwise set forth in a Statement of Work, Client hereby expressly appoints 51Blocks its intended agent solely to the extent necessary for 51Blocks to perform the Services.
White Label Partners and direct clients agree to not engage with 51Blocks employees or contractors outside of the agency or for up to 5 years after their employment with 51Blocks for any paid services. Clients and partners also agree not to offer 51Blocks employees or contractors positions of employment outside of the agency.
In consideration of the Services, Client agrees to pay 51Blocks all fees, costs, and expenses due as set forth in each Statement of Work (the “Fees”). Further, 51Blocks will bill Client for all applicable taxes, if any, in accordance with the billing terms in effect at the time the Fees become payable.
All fees are non-refundable except as expressly set forth herein. Fees are collected via auto-pay for the set billing period prior to work commencing. Client agrees to auto-pay terms when signing up for services. Fees are non-refundable unless warranted at the discretion of 51Blocks.
Unless set forth to the contrary in a Statement of Work, Client will reimburse 51Blocks for reasonable travel, lodging, media, and related out-of-pocket expenses that 51Blocks may incur in performing the Services (“Reimbursable Expenses”).
51Blocks will bill Fees and applicable taxes after the end of each calendar month. Unless set forth to the contrary in a Statement of Work, Client will pay in advance of receipt of Services. Client shall be responsible for payment of all applicable sales, use, excise, and other taxes and assessments relating to this Agreement, excluding any taxes based on the net income of 51Blocks.
We apply payments and credits at our discretion, including in a manner most favorable or convenient for us. In all cases, we will apply payments and credits as required by applicable law.
Each billing period, we will generally apply amounts you pay to the oldest open invoice and to 51Blocks fees ahead of media or other expenses.
Client will reimburse 51Blocks for any expenses, including legal fees, related to the collection of past due invoices. 51Blocks may notify third-party vendors (such as Google, Yahoo, Facebook, and others) when fees are past due or uncollected.
All work, including advertising account optimizations and website changes, are the property of 51Blocks until paid. If an invoice should become past due, 51Blocks may restore Client’s advertising campaigns to their status as of the last fully paid invoice. Late fees will be applied at the discretion of 51Blocks where applicable for repeat failed payments in the amount of $50 per transaction.
Client acknowledges that in order to perform the Services, 51Blocks will require certain Client information, data, trade names, trademarks, service marks, logos, input, content, or material of Client or Client’s suppliers (collectively, “Client Materials”).
Accordingly, Client hereby grants to 51Blocks during the term of this Agreement an irrevocable (during the term), non-exclusive license to use and modify the Client Materials as necessary for 51Blocks to perform the Services.
51Blocks reserves the right to reject or remove in its entirety any Client Materials that violate the terms of a publisher or partner where Client Materials will be displayed. 51Blocks may rely on the accuracy and completeness of all Client Materials and is under no obligation to independently verify the accuracy or completeness of the Client Materials.
Effective upon 51Blocks’s receipt of complete payment for a Deliverable, 51Blocks assigns all of its right, title, and interest in and to the final accepted and fully paid-for version of all Deliverables.
“Deliverables” means any materials described in a Statement of Work as a “Deliverable” that 51Blocks develops specifically for Client and for which Client specifically pays 51Blocks, but excluding Third Party Materials.
51Blocks will retain all ownership of any materials developed hereunder that do not constitute Deliverables pursuant to the terms of this Agreement, as well as any ideas, concepts, know-how, knowledge, techniques, tools, approaches, methodologies, templates, operating instructions, standardized features, other technology, or any intellectual property rights created, developed, owned, or licensed by 51Blocks.
All rights not expressly granted by 51Blocks in the Agreement are reserved.
Client acknowledges that certain third-party materials, including talent rights, video, photography, film footage, music, artwork, designs, software, and other content (“Third Party Materials”) may be incorporated into Deliverables as 51Blocks and Client may agree upon.
Client may provide 51Blocks Third Party Materials. 51Blocks must disclose to Client the terms of any such license and receive prior approval from Client prior to utilizing any Third Party Materials in a Deliverable. Client agrees to use Deliverables incorporating third-party materials in a manner consistent with the Third Party Materials license terms. To the extent Client provides 51Blocks Third Party Materials, Client represents and warrants that Client owns or has all rights necessary or desirable to allow 51Blocks to use the Third Party Materials to provide Services.
Client and reseller-provided images, graphics, photographs, videos, and other visual assets (“Client Images”) may be used by 51Blocks in connection with providing the Services.
By providing Client Images, the client or reseller represents and warrants that they have obtained all necessary rights, permissions, licenses, releases, and approvals required for 51Blocks to use such materials for the intended purpose.
Client and reseller are solely responsible for verifying ownership, licensing rights, and permitted usage of any Client Images provided to 51Blocks. Client and reseller are also responsible for completing their own final review and approval of all creative materials, including confirming that all images and visual assets are appropriate for publication.
51Blocks will only use Client Images or images obtained from approved licensed platforms, including Envato or other properly licensed sources selected or approved by 51Blocks.
51Blocks will not be responsible for any images, graphics, or visual assets provided through Canva, free stock image websites, third-party sources, or other unapproved platforms. Any copyright claims, licensing disputes, intellectual property claims, or other liabilities arising from such materials remain the sole responsibility of the client or reseller who provided the assets.
51Blocks may retain project files and available image licensing documentation for up to twelve (12) months following the termination or completion of the applicable Services. After this period, 51Blocks is not obligated to retain, provide, or reproduce supporting documentation, licensing records, source files, or related project materials.
Client represents that all information provided by Client, including information in Client Materials and Third Party Materials, is accurate, complete, and current.
Client represents and warrants that it has all rights in the Client Materials and Third Party Materials provided by Client necessary to grant the licenses in this Agreement and to allow 51Blocks to perform Services.
Client Materials and Third Party Materials provided by Client:
51Blocks provides its Services on an “AS IS” and “AS AVAILABLE” basis, without warranty of any kind, express or implied.
Neither 51Blocks nor its licensors, employees, agents, consultants, or contractors makes any warranty or representation regarding the Services, Deliverables, information, products, or results obtained through the Services.
51Blocks disclaims all warranties, including warranties regarding performance or results.
Except for indemnification obligations contained herein, 51Blocks’s aggregate liability shall be limited to the aggregate amount of service fees paid by Client in the six (6) months immediately preceding the event giving rise to liability.
51Blocks shall not be liable for indirect, special, incidental, or consequential damages.
Client shall indemnify, defend, and hold harmless 51Blocks, its officers, directors, shareholders, affiliated entities, employees, agents, representatives, and attorneys from claims, damages, costs, expenses, and liabilities arising from Client’s breach of this Agreement or any representation or warranty made by Client.
The relationship established under this Agreement is that of independent contractors. Neither party is a partner, employee, agent, or joint venture partner of the other.
This Agreement begins on the Effective Date and continues for an initial one-month term unless terminated earlier.
After the initial term, the Agreement automatically extends for successive one-month periods unless terminated according to the terms herein.
Client may terminate at any time. Unused campaign funds will not be refunded.
51Blocks may suspend Services for non-payment, failed payment methods, chargebacks, false information, or breach of this Agreement.
Each party agrees to protect confidential information received from the other party and use such information only for purposes related to this Agreement.
Confidentiality obligations survive for two (2) years after disclosure.
This Agreement shall be governed by the laws of the State of Colorado. Any disputes shall be brought in state or federal courts located in Denver, Colorado.
Neither party may assign this Agreement without written consent, except as permitted for affiliates or business transactions involving 51Blocks.
51Blocks may receive financial or other benefits from relationships with media providers and third-party vendors.
Failure to enforce any provision does not constitute a waiver of future enforcement.
If any provision is found unenforceable, the remaining provisions remain in effect.
Neither party shall be liable for delays caused by events outside reasonable control, including natural disasters, technical failures, government actions, labor shortages, or similar events.
This Agreement and related Statements of Work constitute the entire agreement between the parties. 51Blocks rejects any additional terms submitted by Client unless expressly accepted in writing.
51Blocks reserves the right to discontinue offering any Services at any time.
