All Fresh Complaint Projects

General Terms

The following terms apply to all projects unless we make specific exceptions within our agreement:

1. Fresh Complaint will be the owner of the work until the project is complete and paid in full by the client.
2. Fresh Complaint uses a mix of specialized contractors, staff, and principals on all of our projects. We are responsible for the quality of their work.
3. The work we deliver will be consistent with professional publishing quality and standards.
4. The first deliverable on our projects is a work plan, which will summarize the agreed scope and schedule. Timely completion will require client cooperation.

Payment Terms

1. All projects will be paid either via prepayment or an agreed payment schedule. If Fresh Complaint ever falls more than 30 days behind, all billing will be paused until the project is caught up.
2. Payment must be made according to the payment schedule listed on the client agreement. Changes to the payment schedule must be agreed upon in writing by both parties.
3. Fresh Complaint reserves the right to charge a late fee on all balances more than 30 days overdue. Client agrees to reimburse Fresh Complaint for all collection and/or legal fees and expenses necessitated by lateness or default in payment. 
4. Fresh Complaint reserves the right to withhold delivery and/or any transfer of ownership of any current work if accounts are not current or invoices are not paid in full. 
5. Delays in payment may cause delays in the Project schedule as Fresh Complaint reserves the right to not begin, continue, or deliver work until any initial or subsequent required payment is received.
6. Additional Expenses: The Project fee includes Fresh Complaint’s fee only, unless expenses are specifically included in the Project listed in the proposal. Client agrees to pay any and all outside costs or expenses, including, but not limited to fonts, hosting, technical support, packaging samples, mileage, travel, postage, shipping, models, presentation materials, photocopies, equipment rental, props, artwork licenses, prototype production costs, talent fees, image or music licenses, software licenses, online access, photographer or videographer’s costs and fees. Fresh Complaint will invoice Client for expenses on a monthly basis.
7. The fees for the Project in the Project Agreement are effective for ten (10) days from the date the Client receives the Agreement. In the event the Client does not sign this Agreement within 10 days of receipt, Fresh Complaint may amend, change, or substitute the Services offered and fees and charges, and any proposed schedule stated above may be rescheduled based on Fresh Complaint’s current workload and availability.

Client Responsibilities

1. Client will provide feedback on all manuscript drafts sent to the Client, as described in the Project Agreement, including corrections, edits, and responses to all remaining questions from Fresh Complaint. Client acknowledges and agrees that Fresh Complaint’s ability to meet any and all schedules is dependent upon Client’s timelines, and that any delays in Client’s performance may delay delivery of the Final Deliverables, or require rush fees if this delays the Project timeline.
2. Communication. Our primary method of communication is email. Using email ensures we have an accurate, complete history of communication and makes it easier to include all necessary parties in all discussions. Text conversations or phone calls, while helpful, need to be followed up with an email that includes all key points of the discussion to maintain an accurate work record. 
3. If Client feedback—such as Client Content, input, approvals, or payment—is more than 5 (five) business days late, Fresh Complaint reserves the right to place the Services “on hold” and stop all work. Once the Client provides the feedback and the Services are re-activated, it will be rescheduled based on Fresh Complaint’s workload and availability. If Client feedback is delayed more than 30 (thirty) business days, Fresh Complaint reserves the right to cancel the Project without refund.
4. Client Content. Client guarantees that it owns all right, title, and interest, or has the right to permit use of, all Client Content provided to Fresh Complaint for use in the Services. Client further guarantees that Client Content does not infringe the rights of any third party, and use of the Client Content in connection with the Services does not and will not violate the rights of any third parties. Client shall comply with the terms and conditions of any licensing agreements that govern the use of Client Content not created by Client, and will disclose those terms and conditions to Fresh Complaint at the time any licensed Client Content is provided to Fresh Complaint.
5. Ownership and Grant of Rights. For purposes of this agreement, “Raw Materials” includes all files, content, and information provided by Client to Fresh Complaint during the course of the Project. “Final Deliverables” includes all files and content delivered by Fresh Complaint to Client upon completion of the Project. Client owns and retains all right, title, and interest, including without limitation copyright and intellectual property rights, in and to the Raw Materials, First Draft, and Final Deliverables. Fresh Complaint agrees to reasonably cooperate with Client and shall execute any additional documents necessary to evidence such ownership. Neither party may transfer or assign its rights or obligations under this Agreement to anyone else unless the other party agrees in writing. 
6. Client Conduct. Fresh Complaint does not tolerate or support discriminatory speech, hate speech, comments or actions against others based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels, or any physical, mental, or emotional abuse. Fresh Complaint reserves the right to terminate this Agreement and any Services, without refund, if Client, or Client’s employees, representatives, agents, founders, members, owners, managers, directors, officers, engages in, encourages, demonstrates, or communicates statements, language, or actions that support race, gender, ethnicity, or disability inequality, discrimination, hate speech, or disrespect towards any individuals on Fresh Complaint’s team. 
7. Fresh Complaint reserves the right to terminate this Agreement and any Services, without refund, if Client, or Client’s employees, representatives, agents, founders, members, owners, managers, directors, officers, engages in, encourages, demonstrates, or communicates statements, language, or actions of belligerence or disrespect towards any individuals on Fresh Complaint’s team, including using profanity, name-calling, accusations, or other inappropriate behavior.

Change Orders

Reversing decisions or using extra revisions will necessitate a change order. Clients will be notified in writing if a request they’ve made is considered a change order, and will have the chance to accept or deny the revised scope, timeline, and budget. 

If Client wishes to change the scope of the Services or the list of deliverables, Fresh Complaint requires that Client put all requests in writing or email so Fresh Complaint can keep track of changes. Client agrees to pay for all changes at a mutually-agreed rate, which will be invoiced to Client. In the event that the proposed changes represent an increase of thirty percent (30%) or more from the originally quoted fee, both parties must agree to the additional fees and the scope of the additional services, in writing, before Fresh Complaint will perform additional services. Please note that requests for additional services may affect the Project timeline and delay the completion date or require rush fees.

Project Progression

1. Projects are divided into phases: Planning, Developing, and Finishing.
2. Unless otherwise noted in the agreement, all Fresh Complaint projects undergo two discrete rounds of revision per editing phase.
3. When a project enters copy editing, no new content is permitted. Adding new content will cause a change order.
4. Sometimes a client will choose to get additional services. This will be agreed upon in writing before the service is delivered.

Author-Side Delays & Cancellation

1. An Author may delay a project one time for up to 90 days without charge. Billing arrangements continue for the next installment and then be paused.
2. Beyond 90 days, a restart fee of $5,000 is added to the project, paid before publishing or delivery to the publisher. Restarting is subject to Fresh Complaint’s availability.
3. An Author may cancel their project at any time with 30 days’ notice. The Author will be responsible for paying the next installment payment to cancel their project; upon payment of the next installment, all work in progress will be provided.

Termination, Refund Policy 

Either party may terminate this Agreement by providing five (5) days written notice to the other party. All fees for the Services are non-refundable. In the event Client or Fresh Complaint terminates this Agreement, Client agrees to pay Fresh Complaint for the Services performed, in addition to any expenses incurred by Fresh Complaint for the Client, as of the date of termination. The amount due for Fresh Complaint’s services will be the greater of (a) the deposit or first payment or (b) a prorated portion of the total fees due to Fresh Complaint as of the date of termination. Upon payment of the full amount as calculated above for Fresh Complaint’s services and expenses, Fresh Complaint grants Client a perpetual non-exclusive license of all rights (including, but not limited to, the right to display, modify, transmit, transfer, sell, and create derivative works) to any work delivered to Client as of the date of termination, including for use in a trade or service mark.

Fresh Complaint reserves the right to withdraw from providing services and terminate any obligations under this agreement at will with written notification to the client. Once all the obligations are met under this agreement, Fresh Complaint will consider the contract closed and no longer provide service(s) without a new service contract in place. Should the client want additional service(s), a new Service Agreement will need to be negotiated and signed by both parties. 

Limitation of Liability and Indemnification

Client agrees that Fresh Complaint will not be liable to Client or any third party for any damages (including, but not limited to, lost data, lost profits, incidental or consequential damages), that arise from Fresh Complaint’s performance of Services (including, but not limited to, failure to perform in a timely manner). Client agrees to indemnify Fresh Complaint from any and all damages, liabilities, costs, losses, expenses, and attorney’s fees arising out of any claim, demand, or action by a third party related to Fresh Complaint’s performance of the Services for Client. Under such circumstances, Fresh Complaint shall promptly notify Client in writing of any claim or suit, and Fresh Complaint has sole control of the defense and all related settlement negotiations.

Non-Disclosure And Confidentiality

In order for Fresh Complaint to perform its obligations under this Agreement, Client agrees to provide Fresh Complaint with Raw Materials, which may include Client’s confidential information. For purposes of this Agreement, “Confidential Information” includes all information, material, and files that have or could have commercial value or other utility in the business in which Client is engaged, or to Client’s customers or their business, and which is not generally known to the public. Fresh Complaint agrees to keep all Confidential Information strictly confidential and not to use or disclose this information to third parties unless Fresh Complaint first obtains written permission from Client permitting disclosure of such information.

The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Fresh Complaint’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer has or could have commercial value or other utility in the business in which Client or its customers are engaged.

General Provisions and Force Majeure

Fresh Complaint shall not be deemed in breach of this Agreement if Fresh Complaint is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of Fresh Complaint or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Fresh Complaint’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Fresh Complaint shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services or other accommodations or may terminate this Agreement.

This Agreement will be governed by the laws of Tennessee. Client agrees to submit to the jurisdiction and venue of the state and federal courts in or nearest to Nashville, Tennessee, and waives any defense of lack of personal jurisdiction or forum non conveniens. This Agreement may only be modified by agreement of both parties in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The prevailing party in any dispute between the parties arising out of or related to this Agreement, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations.

Revised 1/23/2023