Terms & Conditions

ELVTE Media - Terms and Conditions of Service

 

Last Updated: November 21, 2025

 

IMPORTANT LEGAL NOTICE

This document constitutes a legally binding agreement. Please read these Terms and Conditions ("Terms") carefully. By accessing or using the services, digital platforms, or other resources provided by ELVTE Media (the "Agency"), you ("Client" or "You") agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.1. Introduction and Acceptance1.1 PartiesThese Terms govern the relationship between ELVTE Media, a [Specify Legal Entity Type, e.g., LLC, Corporation] operating under the laws of [Specify Jurisdiction, e.g., the State of Delaware] (hereinafter "Agency," "We," "Us," or "Our"), and the individual or entity engaging with the Agency for services (hereinafter "Client," "You," or "Your").1.2 Scope of AgreementThese Terms, together with any executed Service Agreement, Statement of Work ("SOW"), Proposal, or Change Order (collectively, the "Agreement"), represent the entire understanding between the parties and supersede any prior agreements, discussions, or understandings. In the event of a conflict between these Terms and a specific SOW, the terms of the SOW shall prevail only regarding the specific services outlined therein.1.3 Service ModificationThe Agency reserves the right, at its sole discretion, to modify, update, or replace any part of these Terms at any time. We will provide notice of any material changes by updating the "Last Updated" date at the top of this document. Continued use of the Services after any such changes constitutes your acceptance of the new Terms.2. DefinitionsAgency Deliverables: All final, completed work product provided by the Agency to the Client under an SOW, including, but not limited to, designs, copy, code, graphics, reports, campaigns, and strategic documents.Client Content: Any and all information, data, text, photographs, graphics, videos, proprietary materials, trademarks, or other content provided by the Client to the Agency for use in performing the Services.Services: The specific marketing, creative, consulting, or digital services agreed upon and detailed in the mutually executed SOW.Statement of Work (SOW): A formal document outlining the specific scope, objectives, timeline, deliverables, and fees for a defined project or set of Services.Third-Party Platforms: Any social media platforms, advertising networks (e.g., Google Ads, Meta Ads), analytics tools, CRM systems, or other external services utilized or managed by the Agency on the Client’s behalf.3. Services and Scope of Work3.1 Provision of ServicesThe Agency agrees to provide the Services to the Client as described in the executed SOW, utilizing reasonable skill, care, and diligence. The Agency is an independent contractor and not an employee, agent, or partner of the Client.3.2 ExclusionsThe Agency’s obligations are strictly limited to the Services explicitly defined in the SOW. Any services, materials, revisions, or support requested by the Client that fall outside the defined scope will be considered a "Change Request."3.3 Change RequestsAll Change Requests must be submitted in writing and are subject to the Agency’s approval. Approved Change Requests will require a formal Change Order detailing the resulting adjustments to the scope, fees, timeline, and/or deliverables, and must be executed by both parties before the work begins.3.4 Third-Party PlatformsThe Client acknowledges that the effectiveness of the Services often relies on Third-Party Platforms. The Agency is not responsible for any downtime, policy changes, algorithm updates, or technical issues within Third-Party Platforms that may negatively impact the Services or results. The Client must maintain all necessary accounts and credentials for these platforms.4. Client Obligations and Responsibilities4.1 Client Content ProvisionThe Client must provide all necessary Client Content, access credentials, and technical information required for the Agency to perform the Services in a timely manner. Delays caused by the Client's failure to provide required items or feedback may result in corresponding delays in the timeline and may incur additional charges.4.2 Accuracy and Legality of Client ContentThe Client represents and warrants that all Client Content provided to the Agency is accurate, complete, and legally compliant. The Client is solely responsible for obtaining all necessary licenses, permissions, and rights to use the Client Content, including any third-party intellectual property embedded therein.4.3 Review and ApprovalThe Client is responsible for the timely review and approval of all Agency Deliverables, as specified in the SOW. If the Client fails to provide feedback or approval within the stipulated timeframe (typically [7] calendar days unless otherwise agreed), the Deliverable will be deemed approved.4.4 Ethical and Legal ComplianceThe Client warrants that its products, services, and marketing practices (independent of the Agency’s Services) comply with all applicable local, state, federal, and international laws, regulations, and industry codes, including, but not limited to, advertising standards, consumer protection laws, and data privacy regulations (e.g., CCPA, GDPR, CAN-SPAM).5. Fees, Payment, and Billing5.1 Compensation StructureThe Client agrees to pay the Agency the fees specified in the executed SOW. Fees may be structured as a fixed project price, recurring retainer, or hourly rate, as detailed in the SOW.5.2 Payment TermsUnless otherwise specified in the SOW:a. Invoicing: The Agency will issue invoices according to the payment schedule outlined in the SOW (e.g., monthly, upon milestone completion, or full upfront).b. Due Date: All undisputed invoices are due and payable within [30] days of the invoice date.c. Late Payments: Any invoice not paid by the due date shall be subject to a late fee equal to the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily on the unpaid balance.5.3 Retainer Services and Scope CreepFor Services provided under a monthly retainer, the fee covers the scope defined in the SOW. If the Client requests work that materially exceeds the agreed-upon scope or allocated hours (Scope Creep), the Agency reserves the right to charge its standard hourly rate for the excess work or require an updated SOW.5.4 ExpensesThe Client shall reimburse the Agency for all pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services (e.g., travel, accommodation, stock photography licenses, software subscriptions).5.5 TaxesAll fees quoted are exclusive of any local, state, or federal taxes, duties, or tariffs (including sales, use, or value-added tax) that may be levied in connection with the Services, which shall be the sole responsibility of the Client.6. Term, Termination, and Suspension6.1 TermThe Agreement shall commence on the date of the last signature on the SOW and shall continue for the term specified therein, or until all Services are completed and accepted, unless terminated earlier in accordance with this Section 6.6.2 Termination for CauseEither party may terminate this Agreement immediately upon written notice to the other party if the other party:a. Materially breaches any provision of this Agreement and fails to cure such breach within [30] days after receipt of written notice.b. Becomes insolvent, files for bankruptcy, or is the subject of involuntary bankruptcy proceedings.6.3 Termination for ConvenienceIf the SOW allows for termination for convenience, the terminating party must provide the non-terminating party with at least [60] days’ written notice. Upon such termination, the Client shall pay the Agency for all Services rendered and expenses incurred up to the date of termination, plus any applicable termination fee specified in the SOW.6.4 Suspension of ServicesThe Agency reserves the right to suspend all Services if any invoice remains unpaid [30] days past its due date. Services will resume only after all past due amounts, including any late fees, are paid in full. Suspension does not relieve the Client of its payment obligations.7. Intellectual Property Rights7.1 Client Content OwnershipThe Client retains all ownership rights, including copyrights and trademarks, in and to all Client Content. The Client grants the Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services under this Agreement.7.2 Agency Deliverables OwnershipUpon the Client’s final and full payment of all fees due under the SOW, the Agency shall assign all right, title, and interest in and to the final Agency Deliverables (excluding Agency Tools or Third-Party Materials, as defined below) to the Client. This assignment is contingent upon full payment.7.3 Agency Tools and Reserved RightsNotwithstanding the above, the Agency retains all intellectual property rights in and to:a. Agency Tools: Any pre-existing materials, software, templates, methodologies, best practices, or underlying code developed by the Agency prior to or outside of this Agreement.b. Third-Party Materials: Any materials, stock assets, or software licensed from third parties, which are provided to the Client under their respective license terms.The Agency grants the Client a perpetual, non-exclusive, non-transferable, worldwide license to use the Agency Tools incorporated into the Deliverables solely for the purpose of utilizing the Deliverables.7.4 PromotionThe Client agrees that the Agency may use the Client’s name, logo, and a description of the completed Deliverables or campaign results in its own promotional and marketing materials, including case studies and portfolio websites, unless otherwise agreed upon in writing.8. Confidentiality8.1 Definition"Confidential Information" means any non-public, proprietary information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether in written, oral, electronic, or other form, that is marked or reasonably identified as confidential or proprietary. This includes, but is not limited to, business plans, financial data, customer lists, marketing strategies, and proprietary technology.8.2 ObligationsThe Receiving Party shall:a. Use the Confidential Information only for the purpose of fulfilling its obligations under this Agreement.b. Protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own similar information, but no less than reasonable care.c. Not disclose the Confidential Information to any third party, except to its employees, subcontractors, or agents who have a need to know and are bound by similar confidentiality obligations.8.3 ExceptionsThe obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party without restriction prior to disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, court order, or governmental authority.9. Warranties and Disclaimers9.1 Agency WarrantyThe Agency warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.9.2 Client WarrantyThe Client warrants that it has the authority to enter into this Agreement and that all Client Content provided to the Agency does not infringe upon the intellectual property rights or other proprietary rights of any third party.9.3 General DisclaimerEXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.9.4 Results DisclaimerTHE CLIENT ACKNOWLEDGES THAT MARKETING AND ADVERTISING RESULTS ARE NOT GUARANTEED. THE AGENCY MAKES NO WARRANTIES OR GUARANTEES AS TO ANY SPECIFIC LEVEL OF PERFORMANCE, REVENUE GENERATION, CLICK-THROUGH RATES, CONVERSION RATES, OR ANY OTHER BUSINESS METRIC AS A RESULT OF THE SERVICES.10. Limitation of LiabilityTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:10.1 Exclusion of Consequential DamagesIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.10.2 Aggregate Liability CapTHE AGENCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE AGENCY PURSUANT TO THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.11. Indemnification11.1 Client IndemnificationThe Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:a. Any breach of the Client’s representations or warranties, particularly Section 4.2 (Accuracy and Legality of Client Content).b. Any third-party claim alleging that the Client Content infringes or misappropriates any third-party intellectual property or proprietary right.c. Any failure by the Client to comply with applicable laws or regulations.11.2 Agency IndemnificationThe Agency agrees to indemnify, defend, and hold harmless the Client from and against any third-party claim alleging that the final, non-modified Agency Deliverables infringe any third-party U.S. copyright or trademark, provided that the Client promptly notifies the Agency in writing of the claim, allows the Agency sole control of the defense and settlement, and provides reasonable assistance.12. Data Protection and PrivacyThe parties shall comply with all applicable data privacy and protection laws and regulations concerning the collection, processing, and use of personal data. To the extent the Agency processes personal data on the Client's behalf, the parties shall enter into a separate Data Processing Addendum (DPA) to further define their respective roles and responsibilities.13. Governing Law and JurisdictionThese Terms and any SOW shall be governed by and construed in accordance with the laws of [Specify State/Jurisdiction, e.g., the State of California], without regard to its conflict of law principles. The parties agree that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts located in [Specify County/City, e.g., Los Angeles County, California].14. Dispute ResolutionIn the event of any dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to participate in mandatory, non-binding mediation in [Specify City/Region] before pursuing litigation. The costs of mediation shall be shared equally by the parties.15. General Provisions15.1 Force Majeure Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, epidemic, failure of a utility service, or internet failure.15.2 AssignmentThe Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Agency. The Agency may assign or transfer its rights and obligations to an affiliate or successor entity in connection with a merger or acquisition.15.3 SeverabilityIf any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.15.4 WaiversThe waiver by either party of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.16. Contact Information

For any questions regarding these Terms and Conditions, please contact us at:

ELVTE Media: 111 Bain St, Greensboro, NC 27406C 27406

Email: contact@elvtemedia.com

Phone: 336.389.8505

 

END OF TERMS AND CONDITIONS