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Terms and Conditions for Working with Palmetto Political Advisors, LLC
Effective Date: November 15, 2024
Last Updated: November 15, 2024
These Terms and Conditions ("Terms") govern the relationship between Palmetto Political Advisors, LLC ("PPA," "we," "us," or "our"), a South Carolina limited liability company, and its clients ("Client," "you," or "your"). By engaging PPA for consulting services, you agree to these Terms.
1. Scope of Services
1.1 Services Provided
PPA provides professional consulting services, including but not limited to campaign strategy and management, campaign finance and treasurer services, and GOTV (Get-Out-The-Vote) coordination. Specific services to be provided will be outlined in a written agreement or engagement letter.
1.2 Exclusions
PPA does not provide legal advice, advertising, media creation, or public relations services directly. If such services are required, we may recommend trusted third-party vendors or professionals.
2. No Guarantee of Election Outcomes
2.1 Acknowledgment of Uncertainty
PPA does not and cannot guarantee the outcome of any election or political campaign. Success depends on numerous factors beyond our control, including voter behavior, competitor actions, and unforeseen events.
2.2 Client’s Acceptance of Risk
By engaging PPA, you acknowledge and accept these inherent uncertainties. PPA is not liable for any election outcomes, including but not limited to failure to win office.
3. Client Responsibilities
3.1 Accurate Information
You agree to provide accurate, complete, and timely information necessary for PPA to perform its services. PPA is not responsible for errors or delays caused by incomplete or inaccurate information provided by you or your representatives.
3.2 Legal Compliance
You agree to comply with all applicable federal, state, and local laws, including but not limited to campaign finance laws, election regulations, and ethical standards.
3.3 Conduct of Campaign Staff and Volunteers
You are responsible for ensuring that all staff, volunteers, and representatives associated with your campaign act lawfully, ethically, and in compliance with applicable laws and regulations. PPA is not liable for any misconduct, negligence, or violations committed by your campaign team, including staff, volunteers, or third-party representatives hired or engaged by you.
Independent Contractors (ICs) Recommended by PPA:
PPA may recommend or provide access to independent contractors ("ICs") from our pool of campaign staff for your consideration. While we strive to recommend qualified and reputable individuals, the following terms apply to such recommendations:
1. Client Responsibility:
- The Client retains full discretion and responsibility for hiring or engaging any ICs recommended by PPA. The ICs are not employees, agents, or representatives of PPA.
- Once engaged by the Client, ICs act solely on behalf of the Client, and the Client assumes all liability for their actions, omissions, and performance.
2. No Warranties:
- PPA does not guarantee or warrant the performance, behavior, or suitability of any recommended ICs. It is the Client's responsibility to conduct due diligence and ensure the IC meets their needs and complies with legal and ethical standards.
3. Limited Role of PPA:
PA’s role in recommending ICs is limited to identifying individuals from our pool of independent contractors ("ICs") and making introductions based on the Client’s stated needs.
When PPA Acts as Campaign Manager:
If PPA is contracted to serve as Campaign Manager, we may oversee the work of ICs hired by the Client to ensure their tasks align with the overall campaign strategy and objectives. However, this oversight is limited to campaign-related activities and does not extend to personal conduct or legal compliance by the ICs.
Client Accountability:
The Client remains ultimately responsible for the engagement, hiring, and management of ICs, including compliance with applicable employment, tax, and labor laws.
Liability Disclaimer:
PPA disclaims liability for:
Oversight Limitations:
PPA’s oversight, when acting as Campaign Manager, is strictly professional in scope and does not constitute an employment relationship between PPA and the IC(s). All ICs remain independent entities or employees of the Client, not of PPA.
4. Indemnification:
- The Client agrees to indemnify, defend, and hold harmless PPA, its employees, and agents from any claims, damages, or liabilities arising out of or related to the actions or conduct of ICs recommended by PPA and subsequently hired or engaged by the Client.
By engaging PPA’s services and hiring or engaging ICs recommended by PPA, the Client acknowledges and agrees to these terms.
4. Fees and Payment Terms
4.1 Fee Structure
Fees for PPA’s services will be detailed in the engagement letter or written agreement. All fees are non-refundable unless explicitly stated otherwise.
4.2 Payment Schedule
A non-refundable retainer is required upon signing the agreement. The remaining balance will be paid in installments as outlined in the payment schedule.
4.3 Late Payments
Invoices are due within fifteen (15) days of receipt unless otherwise specified. Late payments may result in suspension of services and/or termination of the agreement. A late fee of up to 10% per month may be applied to overdue balances.
4.4 Reimbursement of Expenses
The Client agrees to reimburse PPA for reasonable out-of-pocket expenses incurred in the performance of services, provided such expenses are pre-approved by the Client. This will be detailed in the engagement letter or political consulting services agreement signed by PPA and the Client.
5. Confidentiality
5.1 Definition of Confidential Information
Confidential Information includes but is not limited to campaign strategies, financial data, voter data, and proprietary methodologies shared between the parties.
5.2 Non-Disclosure Obligation
Both parties agree to protect the confidentiality of shared information and not disclose it to third parties without prior written consent, except as required by law.
5.3 Exceptions
Confidentiality obligations do not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law or court order.
6. Intellectual Property
6.1 Ownership of Materials
All materials, strategies, and proprietary methods developed by PPA remain the exclusive property of PPA.
6.2 Limited License
Upon full payment of all fees, PPA grants the Client a non-exclusive, non-transferable license to use materials created specifically for the campaign.
6.3 Prohibition on Unauthorized Use
The Client agrees not to distribute, reproduce, or use PPA’s materials for purposes other than the agreed-upon campaign.
7. Termination of Services
7.1 Termination by Either Party
Either party may terminate this agreement upon thirty (30) days’ written notice.
7.2 Termination for Cause
PPA may terminate this agreement immediately for non-payment, breach of these Terms, or unethical or unlawful behavior by the Client.
7.3 Post-Termination Obligations
Upon termination, the Client shall pay for all services rendered up to the termination date. PPA will provide a final invoice for all outstanding fees and expenses.
8. Indemnification
8.1 Client Indemnity
The Client agrees to indemnify, defend, and hold harmless PPA, its employees, and agents from any claims, liabilities, damages, or expenses arising out of:
- The Client’s actions or omissions.
- Violations of laws or regulations by the Client.
- Third-party claims related to the Client’s campaign or conduct.
8.2 Exclusions
PPA shall not be liable for any indirect, incidental, or consequential damages arising from the provision of its services.
9. Limitation of Liability
9.1 Cap on Liability
PPA’s liability for any claims arising from this agreement shall not exceed the total fees paid by the Client for services rendered.
9.2 No Responsibility for External Factors
PPA is not responsible for delays, failures, or damages caused by external factors, including but not limited to acts of God, technological failures, or third-party actions.
10. Governing Law and Venue
10.1 Governing Law
This agreement shall be governed by the laws of the State of South Carolina, without regard to its conflict of laws principles.
10.2 Venue
Any disputes arising under this agreement shall be resolved exclusively in the state or federal courts located in York County, South Carolina.
11. Dispute Resolution
11.1 Negotiation and Mediation
The parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes will be submitted to mediation in South Carolina.
11.2 Arbitration
If mediation fails, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding.
12. Entire Agreement
This document, together with the signed engagement letter, constitutes the entire agreement between the parties. Any amendments must be made in writing and signed by both parties.
13. Severability
If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. Force Majeure
PPA shall not be held liable for delays or failures in performance caused by circumstances beyond its control, including but not limited to natural disasters, pandemics, or changes in law.
Contact Information
For questions regarding these Terms, please contact:
Palmetto Political Advisors, LLC
Email: palmettoadvisorsc@gmail.com
Phone: 803-752-0454
Palmetto Political Advisors, LLC
803-752-0454
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