Transparency isn't meaningful in talk.

It’s meaningful when it’s actionable and shared, and that’s exactly what we do as an agency, every day.  As part of our transparency commitment, we want to share what we believe and how we operate, like a great wine-maker would on the back label of a bottle. This is our back label - our agreement with you. For every brand, every contract, every time.  Because we’re approaching things differently; and we want to align our success with yours.

  • We communicate with intention and operate ethically and transparently

  • We have one form of compensation, the fee we agree to. We do not solicit or accept bribes, rebates, kick-backs, whether cash or cash-equivalents of any kind

  • We endeavor to be positive neighbors in our communities, good stewards of the planet, foster authentic relationships and drive meaningful business results for our clients

  •  We are fully independent, owner-operated and not beholden to any outside interests that would create conflicts of interest with our clients, partners or employees


MASTER SERVICES AGREEMENT

Levelwing Media, LLC (“Levelwing”) and Client desire to work together and this Master Services Agreement (the “MSA”) shall set forth the terms and conditions between the parties.

  1. Statement of Work

    The Client desires to receive, and Levelwing desires to provide, the specific services described in a corresponding Statement of Work (“SOW”).  Any SOW, once executed, shall become a material part of this MSA (and collectively shall comprise the “Agreement”).  Any amendments to this Agreement must be in writing and signed by Client and Levelwing.

  2. Code of Conduct

    Levelwing’s approach to corporate responsibility is rooted in our core values.  We communicate with intention, operate ethically and transparently, take care of our people, endeavor to be positive neighbors in our communities, good stewards of the planet, foster authentic relationships and drive meaningful business results for our clients.


    We warrant:

    1. All services will be provided by competent persons with relevant expertise and all work will be performed in a professional, accurate and responsible manner.

    2. We will conduct ourselves at all times with integrity. The offering, paying, soliciting or accepting of bribes, kick-backs, whether cash or cash-equivalents, is strictly prohibited.

    3. We will not operate in a manner that creates conflicts of interest. Levelwing is fully independent, owner-operated and not beholden to any outside interests.  We do not resell media inventory, data or technology nor do we make spend guarantees with any third parties, therefore avoiding conflicts that would compromise the neutrality of Levelwing’s advisory service to its clients.

    4. There will be no discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, color, caste, national origin, religion, age, disability, gender, marital status, sexual orientation or any other legally protected class.

    5. Levelwing will always provide a safe and heathy workplace for its employees and will treat its employees, clients and other parties with dignity and respect.

    6. Levelwing will be inclusive.  We appreciate and respect diversity and know that diversity of thought can bring better outcomes for our clients and the work we do. We will operate transparently and without agenda with our clients, our clients’ agency partners and third parties to drive more efficient and effective results.

  3. Term and Termination

    The term of this Agreement shall commence on the start date outlined in the SOW (the “Start Date”) and shall continue until the end date outlined in the SOW (the “End Date”).  Additionally, this Agreement may be terminated, for any or no reason, by either party, upon sixty (60) days’ prior written notice.

    Further, this Agreement will terminate if any Federal or state law, rule or regulation causes this Agreement to be illegal, in which case the termination date shall be the effective date of the laws as applied to this Agreement.

    In the event Client fails to make payment in accordance with the payment terms as agreed to in the SOW, Levelwing shall have the right to suspend or terminate the services provided to Client in accordance with the SOW and Client shall have no claim against Levelwing for such action.

    Upon termination, Levelwing will transfer and/or assign to Client:

    1. All media accounts, data (in accordance with provision 5), and Creative Work Product (in accordance with provision 6) in Levelwing’s possession or control belonging to Client, subject, however, to any rights of third parties; and

    2. All contracts with third parties, including advertising media or others, upon being duly released by Client and any such third party from any further obligations.

  4. Ownership of Media Accounts

    All campaigns, media accounts, ad copy, keywords, or other materials produced by Levelwing for Client are the sole property of Client.

  5. Ownership of Data

    All of Client’s first-party data as well as any of the Client’s media or Client’s web site data are the sole property of Client.

  6. Ownership of Creative Assets

    All web designs, web pages, marketing assets, inclusive of ad copy and keywords, or other materials produced by Levelwing for Client (collectively the “Creative Work Product”) are the sole property of Client provided Client pays all fees and costs associated with the Creative Work Product as agreed to in the SOW.

    Notwithstanding the foregoing, it is understood that Levelwing may, on occasion, license materials from third parties for inclusion in the Creative Work Product. In such instances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. Levelwing will keep Client informed of any such limitations.

  7. Confidentiality and Safeguard of Property

    Client and Levelwing respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was legally in the possession of either party prior to disclosure. Client and Levelwing will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Client nor Levelwing will be responsible for any loss or damage.

  8. Levelwing’s Compensation

    Levelwing’s fee for services provided to Client (the “Fee”) shall be clearly outlined on the SOW.  Levelwing shall not have any other form of compensation, whether cash or cash equivalents, for its work with Client other than the Fee. Levelwing will not receive rebates, kickbacks, commissions nor arbitrage media, data or technologies utilized on behalf of Client.

  9. Reimbursable Expenses

    Levelwing desires to communicate with Client in the most efficient and effective manner possible.  When meeting in-person is desired and travel on behalf of Client is required, Levelwing will be reimbursed for reasonable travel expenses. Reimbursable travel expenses shall include coach-class air and ground transportation, parking, non-luxury lodging accommodations, a reasonable per-diem for meals and internet access. No mark-up will be added to Levelwing charges for travel expenses of Levelwing personnel and only travel expenses that are pre-approved in writing by Client shall be reimbursable.  Where Client has a published reimbursable expense policy, Levelwing shall comply with such policy.

  10. Commitments to Third Parties

    Client acknowledges that Levelwing, acting as Client’s agent, is authorized to bind Client to the terms and conditions Levelwing executes on Client’s behalf with third parties.  All purchases of media or other third-party costs will be subject to Client’s prior approval and Client shall reserve the right to cancel such authorization.  In the event that an authorization is cancelled for any reason, Client agrees to pay all costs incurred and associated with any services that have been in effect or ordered prior to the cancellation and any future non-cancelable commitments after the cancellation becomes effective.

    For any media, data or technology purchased by Levelwing on Client’s behalf, Client agrees that Levelwing shall be held solely liable for payments to third parties only to the extent proceeds have cleared from Client to Levelwing for such media, data or technology purchases; otherwise, Client agrees to be solely liable for payment to third parties where such media, data or technology was provided.  This provision 10 shall survive the termination or expiration this Agreement.

  11. Right to Audit

    Client may audit or nominate a third-party to audit Levelwing’s work and financials under this agreement.  Levelwing will keep accurate records pertaining to the SOW(s) and make this information available to Client or Client’s representative without exception.

  12. Public Statements

    Client and Levelwing agree that neither party shall have the right to advertise or publish any matter or thing concerning the other party without the prior written consent and authorization of the other party.

  13. Non-Solicitation of Employees

    Actively soliciting the employees of the other party doesn’t make for a trusting partnership.  As such, the parties agree that they will work in good faith and not actively seek to solicit, divert, or recruit any employee of the other.  Notwithstanding, the parties also realize that they cannot control for the actions of any employee and an employee, of her own accord, may contact the other party or apply to the other party’s job posting.

  14. Indemnification

    Levelwing agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by Levelwing, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client to Levelwing.

    Client agrees to indemnify and hold Levelwing harmless with respect to any claims or actions by third parties against Levelwing based upon materials furnished by Client or where material created by Levelwing is changed by Client. Information or data obtained by Levelwing from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Levelwing harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.

  15. Notices

    Any notice in connection with this agreement, shall be in writing and shall be given to the appropriate party by email, personal delivery or by certified mail or overnight delivery services.

    Any notice to Client, shall be delivered to the named person on the most recent SOW.

    Any notice to Levelwing shall be delivered to:

    • Levelwing Media, LLC                        
      Attention: Jeff Adelson-Yan, President
      913 Bowman Road
      Mount Pleasant, SC 29464

      Via Email: jeff@levelwing.com

  16. Governing Law

    The parties hereto will attempt to settle any claim or controversy arising out of or relating to this Agreement through consultation and negotiation in good-faith and a spirit of mutual cooperation, first through senior executives who have authority to settle the controversy and have direct operational responsibility for the matters contemplated by this Agreement.

    Following any unsuccessful negotiations, either party may, by written notice to the other, demand that the dispute be submitted to mediation.  When such a demand is made, the parties must, within 10 days, jointly make arrangements for the mediation of the dispute with the American Arbitration Association whose Commercial Arbitration Rules and Mediation Procedures in effect on the date of the written demand for mediation shall govern the mediation in all respects, except as modified by agreement of the parties.  A neutral mediation site will be chosen by the American Arbitration Association. 

    If the dispute has not been resolved within 30 days of any written demand for mediation, or within such longer time period as the parties may agree, the parties shall be free to exercise the legal remedies available to it in which case, this Agreement shall be interpreted in accordance with the laws of the State of South Carolina without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of South Carolina.

IN WITNESS WHEREOF, the signing parties agree that they have carefully read and understand all contents of this Master Services Agreement, any applicable Statement of Work and are legally authorized to enter into and be bound by this Agreement.