FIRST STATION MEDIA
TERMS OF SERVICE
Original Terms Effective Date: October 15, 2017
Current Version Effective Date / Last Updated: August 6, 2026
- AGREEMENT TO TERMS
These Terms of Service (“Terms”) govern the purchase, authorization, receipt, use, and continued use of services provided by First Station Media (“First Station Media,” “FSM,” “we,” “us,” or “our”).
“Client,” “you,” and “your” mean the individual or entity purchasing, authorizing, receiving, approving, or using the Services. If you accept these Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity.
These Terms apply together with any proposal, estimate, statement of work, order, service package, invoice, recurring-service authorization, or other written agreement issued or accepted by First Station Media.
Client accepts these Terms by any legally sufficient manifestation of assent, including signing or electronically accepting a proposal, statement of work, agreement, or order that incorporates these Terms; checking a box or selecting a button that clearly states that Client agrees to these Terms; authorizing Services or recurring Services after being provided notice of these Terms; or paying an invoice or charge that clearly incorporates these Terms, to the extent permitted by applicable law.
Mere availability of these Terms on a website does not replace any affirmative assent required by applicable law for a particular contractual provision.
- ORDER OF PRECEDENCE
If there is a conflict among documents governing an engagement, a separately negotiated written agreement signed by First Station Media and Client controls first, followed by the applicable statement of work or proposal, these Terms, and then an invoice or other administrative document, unless the applicable document expressly states otherwise.
A specific written exception applies only to the subject matter expressly addressed by that exception and does not waive any other provision of these Terms.
- SERVICES
First Station Media provides creative, technical, branding, advertising, marketing, consulting, digital, website, content, public relations, communications, analytics, reputation-management, hosting, maintenance, implementation, and related professional services (“Services”).
Services may include design, branding strategy, graphic design, content development, website design or development, hosting or maintenance when expressly purchased, search engine optimization, digital advertising, social media services, public relations, analytics configuration, consulting, email or SMS campaign support, CRM support, automation, implementation of third-party tools, and related work.
Only Services expressly included in an accepted proposal, statement of work, service package, invoice, or other written agreement are included in the engagement.
Any additional Services, revisions, deliverables, meetings, research, troubleshooting, support, implementation, consultation, production work, project management, or other work outside the agreed scope may be billed separately.
- NO GUARANTEE OF RESULTS
Marketing, advertising, SEO, public relations, website, reputation-management, analytics, social-media, communications, consulting, and similar outcomes depend on circumstances outside First Station Media’s control.
First Station Media does not guarantee search rankings, advertising performance, leads, sales, conversions, traffic, impressions, engagement, media placement, customer behavior, profitability, analytics accuracy, platform performance, business results, or any other particular outcome unless a specific written guarantee signed by First Station Media expressly provides otherwise.
Past performance, projections, estimates, examples, case studies, recommendations, or forecasts do not constitute guarantees of future performance.
- CLIENT RESPONSIBILITIES
Client is solely responsible for providing complete, accurate, lawful, current, authorized, and timely information, instructions, content, materials, approvals, passwords, credentials, account access, claims, pricing, product information, service information, business information, legal disclosures, customer information, contact information, and other materials reasonably required for First Station Media to perform the Services.
Client represents and warrants that it has all rights, permissions, licenses, releases, consents, and legal authority necessary for anything Client provides, directs, requests, approves, publishes, distributes, or authorizes First Station Media to use.
First Station Media is entitled to rely on Client-provided information and instructions without independently investigating or verifying them unless First Station Media expressly agrees otherwise in writing.
Client is responsible for reviewing all deliverables before publication, production, distribution, launch, transmission, or other use.
- CLIENT APPROVAL
Client approval of any design, website, copy, content, advertisement, communication, campaign, file, proof, deliverable, or other material confirms that Client has reviewed and accepted that material for the intended use.
Approval may be communicated by email, electronic approval, project-management system, text, payment, instruction to publish or proceed, or another method reasonably demonstrating approval.
After approval, Client assumes responsibility for the approved content, claims, pricing, information, legal disclosures, intended use, production, publication, distribution, and commercialization of the deliverable.
First Station Media is not responsible for errors that Client approved or failed to identify during a reasonable review opportunity.
- REVISIONS AND CHANGES IN DIRECTION
Included revisions are limited to those expressly stated in the applicable proposal, estimate, statement of work, service package, or written agreement.
Additional revisions, excessive revisions, changes in direction, revisions requested after approval, changes outside the original scope, or revisions caused by incomplete, inaccurate, late, or changed Client information may be billed as additional Services.
If no revision allowance is expressly stated, revisions may be provided at First Station Media’s discretion and may be separately billed.
- CLIENT DELAYS
Project timelines, delivery estimates, launch dates, campaign dates, and other schedules are dependent on Client cooperation.
If Client delays feedback, access, materials, passwords, instructions, approvals, payment, or other required participation, First Station Media may extend or reschedule deadlines without liability.
Additional time, contractor costs, project-management time, troubleshooting, rescheduling, rework, or other expenses caused by Client delay may be billed to Client.
- THIRD-PARTY PLATFORMS, VENDORS, AND SERVICES
Services may depend on third-party hosting companies, software, social networks, advertising platforms, search engines, payment processors, analytics providers, CRM systems, plugins, APIs, email providers, telecommunications providers, consent-management tools, accessibility tools, stock-asset providers, artificial-intelligence tools, printers, manufacturers, developers, contractors, and other third parties.
First Station Media does not control and is not responsible for third-party outages, suspensions, restrictions, algorithm changes, policy changes, API changes, account decisions, licensing changes, price changes, security incidents, defects, discontinuation, production errors, delivery failures, or other third-party acts or omissions.
Third-party services and materials remain subject to their own terms, licenses, policies, fees, and restrictions.
Client is responsible for third-party subscription fees, renewal fees, platform charges, advertising spend, media spend, licensing fees, software costs, hosting charges, production costs, and other third-party costs unless expressly included in writing.
- PRIVACY, ACCESSIBILITY, AND COMPLIANCE TOOLS
First Station Media may install, configure, format, or assist with third-party tools intended to support privacy, consent, accessibility, security, or regulatory functions, including tools such as consent banners, privacy templates, accessibility services, and related software.
First Station Media acts as a creative or technical service provider in connection with such implementation unless a separate written agreement expressly states otherwise.
First Station Media is not a law firm and does not provide legal advice, legal opinions, regulatory certification, accessibility certification, privacy certification, or compliance guarantees.
No tool, template, plugin, overlay, widget, automated scan, policy generator, or software installation guarantees legal compliance.
Client is solely responsible for determining the laws, regulations, contractual obligations, accessibility requirements, industry standards, and platform requirements applicable to Client’s business and for obtaining appropriate legal or professional advice.
- ACCESSIBILITY
Unless expressly included in a written statement of work, First Station Media does not provide comprehensive manual accessibility auditing, remediation, certification, or continuing accessibility monitoring.
First Station Media does not warrant or guarantee that any website, digital property, design, content, document, software, or deliverable complies with the Americans with Disabilities Act, Section 508, WCAG, or any other accessibility law, regulation, guideline, or standard.
Accessibility is an ongoing obligation that may require manual testing, source-code changes, content changes, design modifications, usability testing, and continuing review.
Client is responsible for determining and maintaining the accessibility requirements applicable to Client’s digital properties.
- EMAIL, SMS, CRM, OUTREACH, AND COMMUNICATION SERVICES
If First Station Media assists with email marketing, SMS, newsletters, CRM systems, automation, outreach, lead communication, follow-up campaigns, or similar Services, Client is solely responsible for the lawful collection and use of all contact information and for obtaining and maintaining any consent required by applicable law.
Client shall not instruct First Station Media to use purchased, scraped, unlawfully obtained, misleading, unauthorized, or noncompliant contact lists.
Client is responsible for required consent records, opt-in procedures, opt-out procedures, unsubscribe mechanisms, sender identification, disclosures, suppression lists, customer permissions, message approvals, and compliance with applicable privacy, marketing, telemarketing, advertising, email, and communications laws.
Client is responsible for reviewing and approving communications before they are transmitted.
First Station Media is not liable for claims, fines, complaints, deliverability problems, account restrictions, spam complaints, carrier filtering, blocked communications, or other consequences resulting from Client data, Client instructions, Client approvals, Client systems, Client failure to obtain consent, or Client failure to comply with applicable law.
- DIGITAL ADVERTISING, SEO, SOCIAL MEDIA, AND ANALYTICS
Advertising platforms, social networks, search engines, analytics systems, and other platforms are independent third parties.
First Station Media does not control their algorithms, attribution methods, reporting accuracy, moderation decisions, account suspensions, auction pricing, policies, rankings, availability, or technical systems.
Advertising spend and media spend are separate from First Station Media’s professional fees unless expressly stated otherwise.
Third-party advertising and media charges are generally non-refundable once committed or incurred.
- TECHNOLOGY AND AI-ASSISTED TOOLS
First Station Media may use commercially available software, automation, artificial-intelligence-assisted tools, generative technology, stock resources, plugins, templates, code libraries, or other technology as part of its internal workflow or production process when reasonably appropriate.
Such tools may be used for research, ideation, drafting, editing, image development, coding assistance, analysis, production support, or other professional functions.
Unless expressly agreed otherwise, First Station Media does not guarantee that material generated or assisted by automated or artificial-intelligence technology will be eligible for copyright, trademark, patent, or other intellectual-property protection, or that similar material will not independently be produced for others.
Client remains responsible for final review and approval of deliverables.
- DATA PROTECTION
Each party is responsible for complying with privacy and data-protection laws applicable to that party and its activities.
The parties’ respective roles as controller, processor, business, service provider, contractor, or other regulated party depend on the specific Services and data involved.
If applicable law requires a data-processing agreement or similar addendum for a particular Service, the parties will enter into an appropriate written agreement.
Client shall not provide First Station Media with protected health information, payment-card data, Social Security numbers, biometric information, government identification numbers, highly sensitive personal information, regulated children’s data, or other specially regulated information unless First Station Media has expressly agreed in writing to receive and process that category of information.
- ACCOUNTS, CREDENTIALS, AND SECURITY
Client remains responsible for maintaining ownership, administrative access, backup access, recovery information, payment methods, password security, multifactor authentication, and appropriate access controls for Client-owned accounts.
First Station Media is not responsible for Client’s lost or inaccurate passwords, expired access, compromised credentials, account lockouts, suspensions, prior-vendor activity, unauthorized third-party changes, missing recovery information, or Client’s failure to maintain account security.
Where First Station Media expressly provides hosting, maintenance, monitoring, backup, or security Services, the scope and limitations of those Services will be determined by the applicable written agreement.
No hosting, cybersecurity, monitoring, backup, or technology service can guarantee uninterrupted operation or complete prevention of attacks, unauthorized access, malware, outages, or data loss.
- FEES AND PAYMENT
Client agrees to pay all fees, expenses, recurring charges, approved third-party costs, taxes, and other amounts stated in or incurred pursuant to the applicable proposal, estimate, statement of work, invoice, authorization, or service arrangement.
Unless otherwise stated in writing, invoices are due upon receipt.
First Station Media may require deposits, retainers, advance payments, automatic payments, or payment milestones.
To the fullest extent permitted by law, overdue amounts may accrue a late charge at the lesser of 1.5 percent per month or the maximum amount permitted by applicable law, together with reasonable collection expenses.
Client may not withhold, offset, or deduct amounts owed based on an unrelated claim unless required by law or expressly agreed by First Station Media in writing.
- BILLING AUTHORIZATION
By approving a proposal, invoice, recurring Service, retainer, subscription, estimate, payment method, or other charge authorization, Client authorizes First Station Media and its payment processors to process the charges described in the applicable authorization.
Professional fees may include creative work, technical work, consultation, communications, research, strategy, administration, project management, contractor coordination, vendor coordination, scheduling, quality assurance, production management, troubleshooting, software usage, licensing, asset management, campaign monitoring, and other resources reasonably required to perform the Services.
Payment or partial payment constitutes acknowledgment of the amount paid and the associated Services, subject to rights that cannot lawfully be waived.
- ADMINISTRATIVE, PRODUCTION, MANAGEMENT, AND RESOURCE ALLOCATION
Where applicable and disclosed in the applicable proposal, estimate, invoice, pricing schedule, or other written authorization, First Station Media may include an administrative, production, coordination, management, and resource allocation of up to forty percent (40%) of applicable professional, contractor-supported, project-based, hourly, recurring, production, or other billable Services.
This allocation may account for project management, contractor coordination, vendor coordination, administrative support, internal review, quality assurance, revision management, licensing administration, software access, subscriptions, digital assets, cloud storage, file management, platform management, production resources, and other operational resources used to perform or support the Services.
The applicable percentage or method of calculation may vary by engagement.
- RECURRING SERVICES
Recurring Services continue until canceled in accordance with the applicable written service terms.
Unless a proposal, statement of work, or other written agreement expressly provides a different cancellation period, Client must provide at least forty-five (45) days’ written notice to cancel recurring Services.
Cancellation does not eliminate fees, non-refundable commitments, third-party costs, reserved capacity, work already performed, or amounts incurred before the effective cancellation date.
Where mandatory consumer law requires a different notice, renewal, disclosure, or cancellation procedure, that mandatory requirement controls.
Failure to submit new work, delayed participation, lack of communication, delayed approvals, or failure to use available Services does not automatically cancel recurring Services.
Recurring fees may compensate First Station Media for reserved availability, planning, software, administration, monitoring, coordination, account support, project management, strategy, campaign oversight, vendor management, quality review, or other ongoing capacity whether or not Client makes full use of that capacity during a billing period.
- NO REFUNDS
Because First Station Media provides custom, intangible, professional, creative, technical, and reserved-capacity Services, payments for Services performed, approved work, completed deliverables, deposits applied to work, reserved capacity, recurring Services, committed resources, and noncancelable third-party costs are non-refundable to the fullest extent permitted by law.
Refunds will be provided where required by applicable law or where First Station Media expressly agrees otherwise in writing.
- BILLING QUESTIONS AND CHARGEBACKS
Client agrees to notify First Station Media in writing promptly after discovering a billing concern and, when reasonably practicable, to allow First Station Media an opportunity to investigate and respond before initiating a payment dispute.
A chargeback, payment reversal, processor dispute, failed payment, or bank dispute does not by itself determine whether an underlying debt is valid and does not automatically cancel outstanding contractual payment obligations.
First Station Media may suspend Services while a payment dispute, chargeback, reversal, or failed payment remains unresolved.
If a chargeback or payment dispute is withdrawn, rejected, reversed, or determined to have been improperly initiated, Client remains responsible for the amount due together with reasonable processor charges, collection costs, and other actual costs incurred by First Station Media to the extent permitted by law.
Nothing in this section waives a right that applicable law prohibits Client from waiving.
- TAXES AND PASS-THROUGH COSTS
Client is responsible for sales, use, excise, transaction, value-added, and similar taxes associated with the Services, excluding taxes imposed on First Station Media’s net income.
Advertising spend, media spend, printing, manufacturing, hosting, software, licenses, postage, shipping, third-party subscriptions, platform charges, contractor costs, and other pass-through expenses may be separately billed and may require advance payment.
- SUSPENSION AND TERMINATION
First Station Media may pause, limit, refuse, or terminate Services if Client fails to pay amounts due, initiates a payment dispute, breaches these Terms, fails to provide required cooperation, delays the project, provides inaccurate information, fails to maintain necessary access, engages in abusive or threatening behavior, requests unlawful or unethical work, creates a security concern, or creates material legal, financial, regulatory, operational, reputational, platform, or compliance risk.
A suspension or termination does not eliminate payment obligations for Services already performed, reserved capacity, committed resources, contractor time, administrative time, expenses, third-party costs, recurring fees through the effective termination date, or other amounts already incurred.
First Station Media may withhold unpaid deliverables, licenses, source files, transfers, additional work, migration assistance, or other items for which payment has not been received, to the extent permitted by law.
First Station Media will not intentionally retain Client-owned account credentials solely as leverage where applicable law requires those credentials to be returned, but additional handoff, migration, transfer, organization, or support work may be billed.
- INTELLECTUAL PROPERTY OWNERSHIP
Unless a written agreement expressly states otherwise, First Station Media retains all right, title, and interest in its pre-existing and independently developed intellectual property, know-how, methods, processes, concepts, systems, templates, layouts, techniques, code libraries, tools, frameworks, workflows, source materials, working files, design systems, reusable elements, and other background materials (“FSM Background IP”).
No ownership rights transfer before all amounts due for the applicable work have been paid in full.
Unless the applicable written agreement expressly provides for an assignment, Client receives, after full payment, a nonexclusive, worldwide license to use the final approved deliverables for the business purpose and scope reasonably contemplated by the engagement.
Any expressly agreed assignment of a final deliverable excludes FSM Background IP and third-party materials incorporated into that deliverable.
- LOGOS, BRAND ASSETS, AND TRADEMARK REGISTRATION
First Station Media does not perform trademark clearance or provide legal advice concerning trademark availability, registrability, infringement, or ownership.
If an engagement expressly identifies a final logo or other brand asset as Client-owned after full payment, Client may exercise the ownership rights expressly granted in the applicable written agreement, subject to third-party rights and excluded FSM Background IP.
Client is solely responsible for trademark searches, registration strategy, legal clearance, filings, and obtaining independent intellectual-property counsel.
No draft, rejected concept, alternate concept, unused design, preliminary concept, or other non-final material is transferred to Client unless expressly stated in writing.
- CLIENT MATERIALS
Client retains its ownership rights in materials Client provides to First Station Media.
Client grants First Station Media a nonexclusive license to use, reproduce, modify, adapt, transmit, display, and otherwise process Client materials as reasonably necessary to perform the Services.
Client represents and warrants that Client has sufficient rights to grant this license.
- THIRD-PARTY ASSETS AND LICENSES
Deliverables may include fonts, photographs, graphics, templates, plugins, code, software, stock assets, or other third-party materials.
Third-party materials remain subject to their original licenses and are not transferred beyond the rights permitted by those licenses.
Client is responsible for obtaining and paying for any extended, enhanced, enterprise, resale, broadcast, merchandise, trademark, high-volume, redistribution, sublicensing, or other license required for Client’s intended use beyond the license obtained for the original project.
First Station Media does not warrant that a third-party license will remain available indefinitely or continue under the same terms.
- WORKING FILES AND SOURCE FILES
Unless expressly included in writing, final deliverables do not include editable source files, live files, art files, raw production files, source code, internal drafts, working files, templates, production materials, or internal project files.
If First Station Media agrees to release working files, such files may be subject to additional fees and third-party licensing restrictions.
Working files are provided as-is at the time of release. First Station Media is not responsible for compatibility, functionality, legal compliance, modifications, output, production, or downstream use after files are altered or used by Client or any third party.
- FILE RETENTION
Unless otherwise agreed in writing, First Station Media is not obligated to retain project files indefinitely and may delete working files, drafts, assets, or other project materials approximately thirty (30) days after delivery, completion, termination, or inactivity.
Requests to locate, restore, recreate, convert, or rebuild archived or deleted materials may be billed at First Station Media’s then-current rates.
Client is responsible for maintaining its own copies and backups of final deliverables.
- MODIFICATION AND CONTINUING USE OF DELIVERABLES
First Station Media is not responsible for modifications, edits, adaptations, derivative works, platform migrations, production changes, third-party implementation, continued use, republication, redistribution, or commercialization occurring after delivery unless First Station Media expressly agrees in writing to perform or supervise that work.
Client is responsible for monitoring the continued legality, accuracy, licensing, relevance, security, accessibility, and suitability of deliverables over time.
First Station Media has no continuing duty to audit, monitor, update, replace, remove, re-license, review, or police previously delivered work unless expressly included in an ongoing written engagement.
- PORTFOLIO RIGHTS
Unless otherwise agreed in writing or prohibited by a separate confidentiality obligation, First Station Media may identify Client as a customer and may display publicly released completed work in portfolios, case studies, websites, social media, award submissions, professional presentations, marketing materials, and other promotional materials.
First Station Media will not knowingly disclose Client confidential information solely for portfolio purposes.
- CONFIDENTIALITY
Each party may receive confidential or proprietary information belonging to the other.
Confidential information includes nonpublic business information, strategy, pricing, credentials, customer information, technical information, financial information, methods, processes, designs, files, proposals, trade secrets, and information that a reasonable person would understand to be confidential.
The receiving party will use confidential information only as reasonably necessary for the relationship and will not disclose it except to personnel, contractors, advisers, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.
Confidentiality obligations do not apply to information that is publicly available without breach, independently developed without use of confidential information, lawfully obtained from another source without a duty of confidentiality, or required to be disclosed by law.
- INDEMNIFICATION
To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless First Station Media and its owners, officers, directors, employees, contractors, subcontractors, affiliates, representatives, successors, and assigns from and against third-party claims, demands, actions, liabilities, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:
(a) Client-provided or Client-approved materials;
(b) Client instructions, representations, claims, products, services, offers, pricing, testimonials, endorsements, or business practices;
(c) Client’s alleged infringement, misappropriation, or violation of intellectual-property, privacy, publicity, confidentiality, consumer, advertising, accessibility, communications, or other third-party rights;
(d) Client’s use, misuse, modification, distribution, commercialization, resale, sublicensing, publication, or continued use of deliverables;
(e) Client data, contact lists, consent practices, communications, marketing activity, or failure to comply with applicable laws;
(f) Client-selected or Client-controlled vendors, platforms, accounts, systems, products, services, or third parties; or
(g) Client’s material breach of these Terms or an applicable agreement.
First Station Media will provide reasonably prompt notice of a covered third-party claim where practicable. Client may control the defense with counsel reasonably acceptable to First Station Media, but may not enter a settlement that admits wrongdoing by, imposes nonmonetary obligations on, or restricts First Station Media without First Station Media’s written consent.
First Station Media may participate in the defense with counsel of its choosing at its own expense, except where applicable law or Client’s breach requires otherwise.
These obligations survive completion or termination of the Services.
- DISCLAIMERS OF WARRANTIES
Except for warranties expressly stated in a written agreement signed by First Station Media, the Services and deliverables are provided “as is” and “as available” to the fullest extent permitted by law.
First Station Media disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, uninterrupted operation, error-free operation, compatibility, and any warranty arising from course of dealing, usage, or trade practice, to the fullest extent permitted by law.
First Station Media does not warrant that Services or deliverables will be immune from third-party claims, platform actions, cyber incidents, technological changes, accessibility complaints, regulatory changes, intellectual-property allegations, or business risks.
- LIMITATION OF LIABILITY
To the fullest extent permitted by law, First Station Media and its owners, officers, directors, employees, contractors, subcontractors, affiliates, representatives, agents, vendors, service providers, successors, and assigns shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, lost-business, lost-opportunity, lost-data, reputational, customer-related, advertising-related, platform-related, third-party, or business-interruption damages arising out of or relating to the Services, deliverables, accounts, platforms, payments, invoices, Client materials, third-party materials, or these Terms, regardless of the theory of liability and even if advised that such damages were possible.
For a one-time project, First Station Media’s aggregate liability arising out of or relating to that project shall not exceed the professional fees actually paid to First Station Media for the specific project giving rise to the claim.
For recurring or ongoing Services, First Station Media’s aggregate liability arising out of or relating to those Services shall not exceed the professional fees actually paid to First Station Media for the affected recurring Service during the six (6) months immediately preceding the event first giving rise to the claim.
Advertising spend, media spend, taxes, third-party costs, software fees, platform fees, licensing fees, pass-through expenses, chargeback fees, collection costs, and outside-vendor costs are excluded when calculating the liability cap.
No owner, officer, director, employee, contractor, subcontractor, affiliate, representative, or agent of First Station Media shall have personal liability for a claim arising out of the Services or this relationship to the fullest extent permitted by law.
The limitations in these Terms reflect an agreed allocation of risk and apply even if a limited remedy fails of its essential purpose.
Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
- TIME LIMIT FOR CLAIMS
To the fullest extent permitted by law, Client must notify First Station Media in writing of any known service, billing, deliverable, licensing, intellectual-property, image-use, font-use, platform, account, or other concern as soon as reasonably practicable after discovery so that First Station Media has a reasonable opportunity to investigate or address it.
Any claim by Client arising out of or relating to the Services, deliverables, invoices, payments, accounts, websites, campaigns, materials, or relationship with First Station Media must be commenced no later than one (1) year after the claim accrued, unless applicable law requires a longer period.
To the extent permitted by law, claims not commenced within the applicable contractual or mandatory period are waived.
- DISPUTE RESOLUTION AND INFORMAL NOTICE
Before commencing arbitration or litigation, the parties shall first attempt in good faith to resolve the dispute through written notice describing the dispute and requested resolution.
Unless emergency relief is reasonably necessary, the receiving party will have thirty (30) days after receipt of the notice to attempt resolution before a formal proceeding is commenced.
- BINDING ARBITRATION
Except for claims that applicable law permits or requires to proceed elsewhere, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, deliverables, proposals, statements of work, invoices, payments, accounts, platforms, or the relationship between Client and First Station Media shall be resolved by binding arbitration.
The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration agreement to the extent applicable.
Arbitration shall be conducted before one neutral arbitrator in Milwaukee County, Wisconsin.
For a Client acting primarily for business or commercial purposes, arbitration shall be administered under the applicable commercial arbitration rules of the American Arbitration Association unless the parties agree to another administrator.
If Client qualifies as a consumer and mandatory consumer arbitration protections apply, the applicable consumer arbitration rules and legally required fee protections shall apply.
The arbitrator may award any individual remedy available under applicable law and these Terms but may not alter the express limitations of these Terms except where applicable law requires otherwise.
Either party may bring an individual claim within the jurisdiction of a small-claims court instead of arbitration.
Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction when reasonably necessary to prevent immediate and irreparable harm pending arbitration, without waiving arbitration of the underlying dispute.
Any issue that applicable law requires a court rather than an arbitrator to decide shall be decided by the appropriate court.
- INDIVIDUAL PROCEEDINGS AND CLASS-ACTION WAIVER
To the fullest extent permitted by law, disputes shall be resolved only on an individual basis.
Neither party may bring or participate in a class action, collective action, representative action, private-attorney-general action, or consolidated proceeding against the other, except to the extent applicable law prohibits this waiver.
An arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.
- JURY-TRIAL WAIVER
For any dispute that is permitted to proceed in court rather than arbitration, each party knowingly and voluntarily waives trial by jury to the fullest extent permitted by law.
- GOVERNING LAW AND COURT VENUE
These Terms and the parties’ relationship are governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles, together with applicable federal law.
The arbitration provision is additionally governed by the Federal Arbitration Act to the extent applicable.
For any matter properly before a court, including enforcement of an arbitration agreement or award, an individual small-claims proceeding, permitted provisional relief, or a claim that cannot lawfully be arbitrated, the parties consent to exclusive jurisdiction and venue in the state or federal courts having jurisdiction in Milwaukee County, Wisconsin, except where applicable law requires another forum.
Mandatory consumer, privacy, or data-protection rights that cannot lawfully be waived remain unaffected.
- ATTORNEYS’ FEES AND COLLECTION COSTS
Where permitted by applicable law, the prevailing party in an arbitration or court proceeding may recover reasonable attorneys’ fees and costs if awarded by the arbitrator or court.
Client is additionally responsible for reasonable costs incurred in collecting undisputed overdue amounts, including collection costs and attorneys’ fees, to the extent permitted by law.
- FORCE MAJEURE
First Station Media is not liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including internet outages, hosting failures, cyberattacks, malware, platform outages, API failures, utility failures, telecommunications failures, software failures, supply-chain disruptions, vendor failures, labor disputes, natural disasters, fires, floods, severe weather, epidemics, governmental actions, civil disturbances, acts of war or terrorism, or other events outside First Station Media’s reasonable control.
Force majeure does not excuse payment for Services already performed or noncancelable costs already incurred.
- INDEPENDENT CONTRACTOR
First Station Media is an independent contractor and not Client’s employee, partner, joint venturer, fiduciary, legal representative, or agent.
Neither party may bind the other except as expressly authorized in writing.
First Station Media may use employees, contractors, subcontractors, vendors, consultants, and service providers to perform or support the Services.
- ASSIGNMENT
Client may not assign or transfer its rights or obligations under these Terms without First Station Media’s prior written consent.
First Station Media may assign these Terms or an engagement in connection with a merger, reorganization, sale of substantially all relevant assets, change of control, corporate restructuring, or transfer to an affiliate or successor.
- NO THIRD-PARTY BENEFICIARIES
Except for persons expressly protected by an indemnification, limitation-of-liability, or similar provision, these Terms are for the benefit of First Station Media and Client and do not create enforceable rights in any other person.
- SEVERABILITY AND REFORMATION
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and, where permitted, modified only to the minimum extent necessary to make it enforceable.
The remaining provisions shall remain in full force and effect.
If any portion of the arbitration or class-action-waiver provisions is held unenforceable, the effect of that determination shall be governed by applicable law without unnecessarily invalidating otherwise enforceable provisions.
- WAIVER
Failure or delay by First Station Media to enforce a right or provision is not a waiver of that right or provision.
A waiver is effective only for the specific circumstance expressly identified in writing.
- ENTIRE AGREEMENT
These Terms together with the applicable accepted proposal, statement of work, service authorization, and any separately signed agreement constitute the parties’ agreement concerning the applicable Services and supersede prior discussions or communications concerning the same subject matter.
Neither party is relying on a representation or promise not contained in the applicable written agreement, except to the extent applicable law provides otherwise.
- CHANGES TO THESE TERMS
First Station Media may update these Terms from time to time.
Updated Terms will be posted with a revised “Last Updated” date.
Material changes will apply prospectively to Services or transactions occurring after the effective date of the updated Terms and, for existing ongoing relationships, after legally sufficient notice or assent where required.
No update will retroactively create a new arbitration obligation, materially expand an existing dispute-resolution obligation, or eliminate a claim that had already accrued before the update where applicable law requires additional assent.
Continued use of ongoing Services after legally sufficient notice may constitute acceptance of updated Terms to the extent permitted by applicable law.
- ELECTRONIC COMMUNICATIONS AND NOTICES
The parties consent to electronic communications relating to the Services.
Unless another method is required by an applicable agreement or law, notices under these Terms may be delivered by email to the most recent email address provided by the receiving party.
Client is responsible for maintaining accurate contact and billing information.
- SURVIVAL
Provisions concerning payment, intellectual property, Client responsibility, confidentiality, indemnification, disclaimers, limitation of liability, time limits on claims, dispute resolution, attorneys’ fees, and any other provisions that by their nature should survive shall survive completion, cancellation, expiration, or termination of the Services.
- CONTACT INFORMATION
First Station Media
1620 E. Capitol Dr. #11780
Milwaukee, WI 53211
Phone: (414) 807-0032
General inquiries: info@firststationmedia.com
Billing inquiries: billing@firststationmedia.com
Privacy inquiries: privacy@firststationmedia.com
