TERMS OF SERVICE
1. INTRODUCTION
Welcome to Scrambled Corporation ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website located at getscrambled.com (the "Site") and the advertising production services we provide (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
2. SERVICES DESCRIPTION
Scrambled Corporation is an advertising production company specializing in the creation, development, and production of advertising content for various media platforms including but not limited to digital, print, television, radio, and outdoor advertising. We also offer interactive and ad technology platforms through third-party vendors.
3. ACCOUNT REGISTRATION
3.1. To access certain features of our Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
3.2. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
4. CLIENT RESPONSIBILITIES
4.1. Project Briefs: You are responsible for providing clear, complete, and accurate project briefs, including all necessary specifications, guidelines, and materials required for the production of your advertising content.
4.2. Approvals and Feedback: You agree to review all materials submitted for approval promptly and provide clear feedback within the timeframes established in your project agreement.
4.3. Legal Compliance: You are responsible for ensuring that all content, concepts, and materials you provide comply with applicable laws and regulations regarding advertising, privacy, intellectual property, and consumer protection.
5. PROJECT PROCESS AND DELIVERABLES
5.1. Project Agreements: Each project will be governed by a specific project agreement detailing scope, timeline, deliverables, and compensation.
5.2. Changes and Revisions: The number of revision rounds included in each project will be specified in your project agreement. Additional revisions may incur extra charges at our standard rates.
5.3. Delivery Timelines: We will make reasonable efforts to meet agreed-upon deadlines. However, timelines may be adjusted due to changes in project scope, delayed client feedback, or other factors outside our control.
6. PAYMENT TERMS
6.1. Fees and Expenses: Our fees and payment schedule will be outlined in your project agreement. Unless otherwise specified, all fees are quoted in [CURRENCY].
6.2. Payment Schedule: Standard payment terms include a non-refundable deposit (typically 50% of the project total) due before work commences, with the remaining balance due upon project completion or as otherwise specified in your project agreement.
6.3. Late Payments: Payments not received by the due date may incur a late fee of [X]% per month or the maximum amount permitted by law, whichever is less.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Company IP: All intellectual property rights in our methodologies, processes, proprietary tools, and pre-existing materials remain the exclusive property of Scrambled Corporation.
7.2. Client Materials: You retain all ownership rights in any materials you provide to us for use in creating your advertising content.
7.3. Final Deliverables: Upon receipt of full payment, ownership of the final deliverables will transfer to you, subject to the following:
Third-party elements (such as stock photography, music, or fonts) may be subject to separate license terms.
We retain the right to use the work in our portfolio and for promotional purposes unless expressly prohibited in writing.
7.4. Preliminary Work: We retain ownership of all preliminary concepts, designs, and materials not selected for final production.
8. THIRD-PARTY PLATFORMS AND SERVICES
8.1. Third-Party Technology Platforms: Our Services may include access to interactive and ad technology platforms provided by third-party vendors. Use of these platforms is subject to the applicable third-party vendor's terms of service, which are separate from and in addition to these Terms.
8.2. Availability of Third-Party Terms: The terms of service for third-party vendors are available upon request. It is your responsibility to review and comply with all applicable third-party terms.
8.3. No Warranty for Third-Party Services: We make no warranty or representation regarding third-party platforms or services. All third-party platforms are provided "as is" and "as available" without warranty of any kind.
8.4. Changes to Third-Party Services: Third-party vendors may modify or discontinue their platforms or services at any time. We shall not be liable for any such modifications, price changes, suspension, or discontinuance of third-party services.
9. CONFIDENTIALITY
9.1. Each party agrees to maintain the confidentiality of any proprietary information disclosed during the course of our business relationship, including but not limited to marketing strategies, business plans, customer data, and unreleased campaign materials.
9.2. This confidentiality obligation shall survive the termination of our business relationship for a period of [X] years.
10. TERMINATION
10.1. Termination by Client: You may terminate a project by providing written notice. You will be responsible for payment of all services performed up to the date of termination, plus any non-cancelable expenses incurred.
10.2. Termination by Company: We reserve the right to terminate a project if:
You fail to provide necessary materials or feedback within specified timeframes
You fail to make payments when due
You breach any material term of these Terms or your project agreement
10.3. Effect of Termination: Upon termination, all licenses granted will immediately terminate, and each party shall return or destroy all confidential information of the other party.
11. WARRANTIES AND DISCLAIMERS
11.1. Company Warranties: We warrant that:
Our Services will be performed in a professional manner consistent with industry standards
The deliverables will substantially conform to the specifications outlined in the project agreement
11.2. Disclaimer: EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
12.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCRAMBLED CORPORATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF SCRAMBLED CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
13. INDEMNIFICATION
13.1. You agree to indemnify, defend, and hold harmless Scrambled Corporation and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:
Your use of the Services
Your violation of these Terms
Your violation of any rights of a third party
Your content or materials provided for production
14. FORCE MAJEURE
14.1. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, or strikes.
15. GENERAL PROVISIONS
15.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of [STATE/COUNTRY], without regard to its conflict of law principles.
15.2. Dispute Resolution: Any dispute arising from these Terms shall be resolved through binding arbitration in [LOCATION] in accordance with the rules of the [ARBITRATION ORGANIZATION].
15.3. Severability: If any provision of these Terms is found to be unenforceable, that provision will be limited to the minimum extent necessary, and all other provisions will remain in full force and effect.
15.4. Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
15.5. Entire Agreement: These Terms, together with any project agreements, constitute the entire agreement between you and Scrambled Corporation regarding the Services.
15.6. Amendments: We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our Site with a new effective date. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.
16. CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
Scrambled Corporation
300 Cadman Plaza West, 12th st. Brooklyn 11201
hello@getscrambled.com