1. Introduction
- Acceptance of Terms: By engaging Valencia Creative (“Company”) for services, you (“Client”) agree to be bound by these Terms of Service (“Agreement”).
2. Services Provided
- Scope of Services: The Company agrees to provide content creation, social media management, strategic communication planning, training, and consultation services as outlined in the selected service package.
- Modification of Services: The Company reserves the right to modify or discontinue any service at its sole discretion with prior notice to the Client.
3. Payment Terms
- Fees: The Client agrees to pay the fees as outlined in the selected service package. All fees are non-refundable and payable in advance unless otherwise specified.
- Late Payments: Late payments are subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.
- Suspension of Services: The Company reserves the right to suspend services for overdue accounts until such time as the account is paid in full.
4. Client Responsibilities
- Timely Cooperation: The Client agrees to provide all necessary materials, information, and cooperation required for the Company to perform the services.
- Approvals: The Client shall provide timely approvals of all deliverables. Failure to approve or request modifications within the specified timeframe shall constitute acceptance of the deliverable.
5. Intellectual Property
- Ownership: All intellectual property created by the Company during the provision of services shall remain the property of the Company until full payment is received.
- License: Upon full payment, the Company grants the Client a non-exclusive, non-transferable license to use the deliverables for the intended purpose.
6. Confidentiality
- Non-Disclosure: Both parties agree to keep confidential all proprietary information received during the term of this Agreement.
- Exceptions: Confidential information does not include information that is publicly available, previously known to the receiving party, or independently developed.
7. Warranties and Disclaimers
- Performance: The Company warrants that it will perform the services with reasonable care and skill.
- Disclaimer: The Company makes no other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.
8. Limitation of Liability
- Exclusion of Damages: The Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or revenue, arising from or related to the services provided.
- Cap on Liability: The Company’s total liability for any claims arising from or related to this Agreement shall not exceed the total amount paid by the Client for the services in question.
9. Indemnification
- Client Indemnity: The Client agrees to indemnify, defend, and hold harmless the Company from any claims, damages, losses, or expenses arising from the Client’s use of the services or any breach of this Agreement.
10. Termination
- Termination by Client: The Client may terminate this Agreement at any time with 30 days written notice, subject to payment of all outstanding fees for services rendered up to the termination date.
- Termination by Company: The Company may terminate this Agreement immediately upon written notice for any breach of this Agreement by the Client or for any reason with 30 days written notice.
11. Governing Law and Dispute Resolution
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company is headquartered, without regard to its conflict of law principles.
- Dispute Resolution: Any disputes arising from or related to this Agreement shall be resolved through binding arbitration in the Company’s headquarters location, in accordance with the rules of the American Arbitration Association.
12. Miscellaneous
- Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
- Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
- Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
- Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
By engaging Valencia Creative for services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms of Service.
Valencia Creative
valencia-creative.com