Terms & Conditions
Last updated: March 22, 2023
The following terms and conditions apply to all past, present, and future Kreativ Alchemy clients regarding our relationship and the assets we develop for you and rights upon receipt of payment:
Our services may include copywriting, social media, public relations, SEO, content marketing, branding, graphic design, website design, and video editing. The more specific scope of our projects and services will be discussed with you as necessary, reflect a per-project basis, and may evolve as necessary.
2. Compensation and Fees
You will pay us the agreed-upon rate for each project, which we will have discussed with you via a formal Scope of Work, email, phone/video call, or in person prior to beginning work on the project. In addition to agreed-upon fees described in our formal Scope of Work, email, phone/video, or in person, you will pay the following:
A. Reasonable travel expenses such as transportation, hotel accommodations, and meals incurred at your request and pre-approved by you. We’ll follow your corporate travel policies.
B. Reasonable out-of-pocket third-party costs associated with reproducing documents, press kits, clipping services, and briefing books incurred at your request and pre-approved by you in writing.
C. Other reasonable out-of-pocket third-party costs incurred at your request and pre-approved by you.
D. We encourage clients to set up their own accounts with vendors and to prepay/provide credit card access for reimbursable expenses as described above. If Kreativ Alchemy is required to advance funds on behalf of clients for these expenses, a 3% fee on the advance funds is assessed.
3. Terms of Payment
Will vary per client and per project depending on what we have agreed upon and will be discussed with you via a formal Scope of Work, email, phone/video call, or in person prior to beginning work on the project.
Payment is to be received within thirty (30) days of receiving an invoice from Kreativ Alchemy. Kreativ Alchemy reserves the right to stop work if payment becomes fifteen (15) days past due, and you agree that such cessation of work shall not be considered a breach of our Agreement.
4. Property and Intellectual Property
Property that we develop under our Agreement will be of three kinds: tangible, intellectual, and third party. Ownership, rights, and usage of these types of properties will be as follows:
A. Tangible Property
a. You’ll have exclusive ownership of, and title to, any tangible copy of property prepared by us that you’ve paid for. We hereby make any assignments necessary to accomplish the foregoing Section (a).
b. We are entitled to use the property we prepare for you to market our services. This includes use in case studies, web, social media, presentations, and other marketing materials.
B. Intellectual Property
a. Except as otherwise provided in this subsection (a), you’ll have exclusive ownership of, and title to, any intellectual property that we develop so long as you make all payments required in Section 2 of this Agreement. The intellectual property will be considered “works made for hire” and, to the extent necessary to vest ownership in you, we will assign our rights in the intellectual property to you. If you do not pay us as required in this Agreement, we will retain ownership of the intellectual property that you don’t pay for. Subject to all terms contained in Section (a), we hereby make any assignments necessary to accomplish the foregoing Section (a).
b. We’ll cooperate with you at your expense in your efforts to protect your patents, trademarks, copyrights, and proprietary rights.
c. We shall have the right to use your trademarks, service marks, and logos, solely as necessary to perform our obligations under this Agreement and only per the usage guidelines provided by you.
C. Third-Party Property
a. If we use or provide you with any third-party information, materials, or other property under this Agreement (“Third Party Property”), we represent and warrant that we have the right to use or provide you with such Third Party Property and the right to grant you a license to use such Third Party Property for the intended purposes provided under this Agreement.
A. You shall indemnify and hold us harmless from and against any out-of-pocket liabilities and expenses, including reasonable attorneys’ fees and costs, that we incur for any third-party action or proceeding brought or threatened against us arising out of the services you authorize us to render under this Agreement, other than actions arising out of our breach of this Agreement, our negligence, or our breach of a contract with a third party.
B. We’ll indemnify and hold each other harmless from and against any out-of-pocket liabilities and expenses, including reasonable attorneys’ fees and costs that either of us incurs as a result of the other breaching this Agreement.
C. Any indemnifiable claim described in this Section 5 is subject to (i) the indemnified party providing the indemnifying party with prompt written notice of any of the claims described in this Section 5 brought against an indemnified party (ii) the indemnifying party having at all times the complete authority to defend and settle such claim, and (iii) the indemnified party providing the indemnifying party with such information and assistance for the defense of such claim as is reasonably requested by the indemnifying party. The indemnifying party will not be responsible for any settlement it does not approve in writing.
6. Terms and Termination
A. Unless otherwise discussed, we shall proceed with a six-month contract beginning on the day you authorize Kreativ Alchemy to proceed with the work discussed via a formal Scope of Work, email, phone, or in person. Unless canceled by either party with 30 days’ notice, the contract shall auto-renew.
B. Most contracts will implicitly end when Kreativ Alchemy fulfills the Scope of Work agreed upon by both parties.
7. Warranties and Limitation on Liability
A. We represent and warrant that: (a) we shall not make any representations to any third party or take any actions inconsistent with the terms of this Agreement; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action and are not in contravention of any law or agreement by which we are bound; (c) we have the right and power to grant you any and all rights we grant hereunder; (d) our obligations provided hereunder shall be performed in a good and workmanlike manner, free of material errors or defects in design, material and workmanship, and in compliance with all applicable laws and/or governmental regulations; (e) the authorized use of any and all materials we provide to you shall not infringe upon or violate the rights of any person, firm or entity, including, without limitation, copyright, trademarks, trade dress, rights of publicity and privacy, trade secrets or patent rights; (f) any and all e-mail communications we create and/or sends in connection with this Agreement will comply with all state and federal privacy laws, including but not limited to the “CAN-SPAM” Act of 2003 and Section 5 of the FTC Act (and all subsequent amendments thereto); (g) we have sufficient financing and other resources to perform fully our obligations under this Agreement; and (h) we have no knowledge of any adverse claim pending or threatened by any party in connection with our materials, or which may affect its ability to perform our obligations hereunder.
B. EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTIONS 4, 5, OR 8.11, IN NO EVENT WILL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) ANY AMOUNTS IN THE AGGREGATE IN EXCESS OF $21,000.00.
A. This Agreement will bind our successors and assigns. Neither of us can assign this Agreement to a third party without the other’s written consent. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets or stock, or otherwise.
B. The headings were inserted for convenience, and do not define, limit or affect the scope and intent of this Agreement.
C. The parties agree that this Agreement shall be governed by the laws of the State of Colorado without regard to the conflict of the law’s provisions thereof.
D. If either of us fails to object or take action against the other with respect to conduct that violates this Agreement, that failure won’t waive the violation.
E. All notices will be in writing and sent either (a) by personal delivery, (b) by both first-class mail and certified mail, return receipt requested (in which case notice will be considered given on the third business day after mailing), or (c) by overnight mail (in which case notice will be considered given on the day received). Notices shall be directed to the following addresses or such other addresses as may be provided by notice given in compliance with this paragraph:
- Kreativ Alchemy LLC, 745 E 14th St, Casper, WY 82601
- Your current address as provided to Kreativ Alchemy
F. This Agreement may be executed in counterparts, which will constitute one and the same instrument.
G. This Agreement cannot be modified or amended except in writing and agreed upon by both of us. You won’t hire, employ, solicit or otherwise engage any of our employees without our prior written consent during the term of this Agreement and for a period of twelve (12) months after its termination or expiration.
H. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision will be enforced to the extent deemed enforceable by the Court, and the validity, legality, and enforceability of the remaining provisions won’t be affected or impaired.
I. This Agreement is not intended to create, nor will it be construed as creating, a joint venture, association, partnership, or other business organization. We will not make any representations, warranties, or guarantees relating to your business or products that are inconsistent with what you tell us. Neither of us will have any power, right or authority to bind the other or to create any obligations or commitments on the part of the other except as expressly provided in this Agreement.
J. During the term of this Agreement, you may provide us with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by you and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that we reasonably should have known was your Confidential Information, shall be considered Confidential Information. Except as expressly and unambiguously allowed herein, we will hold in confidence and not use or disclose any Confidential Information. Our non-disclosure obligation will not apply to information that is generally available to the public (other than through a breach of this Agreement).