Service Terms

1. Overview

This Universal Terms of Service Agreement (“Agreement”) outlines the terms and conditions governing the provision of products and services by Cemah Creative LLC (“Provider”, “we”, “us”, “our”) to its clients (“Client”, “you”, “your”). This Agreement serves as an overarching framework for all services (“Services”) we provide. Certain Services are governed by additional terms, agreements, arrangements, and policies (“Service Agreements”) that provide further detail specific to those Services. Service Agreements take two forms: (a) terms of service that we post for a specific Service (“Posted Service Terms”), such as our Website Hosting Terms of Service and Domain Registration Terms of Service; and (b) agreements that you sign or otherwise expressly accept, including any subscription agreement or agency engagement contract (“Signed Agreements”).

In the event of a conflict among these documents, the following order of precedence governs, from highest to lowest authority:

a Signed Agreement, as to the Services it covers;
the applicable Posted Service Terms;
this Universal Terms of Service Agreement.

Where a document of higher priority is silent on a matter addressed by a document of lower priority, the document of lower priority continues to apply. A Signed Agreement may incorporate one or more Posted Service Terms by reference.

2. Authority

As the individual agreeing to this Agreement (“Representative”), you confirm you are: (a) fully authorized to act on behalf of the Client, including providing business information and binding you to this Agreement; and (b) hold a senior position within your organization with significant control over business operations. You bear personal responsibility for any false representation of authority.

3. Modification of Agreement

We may update this Agreement and any Posted Service Terms at any time. Changes take effect 30 days after we post the updated version at cemahcreative.com and notify you by email. Your continued use of our Services more than 30 days after an update signifies your acceptance. If you do not agree with a change, please discontinue use of our Services. You agree to keep your contact information current with us, as we are not responsible for a missed email notification.

This section does not apply to Signed Agreements. A Signed Agreement may be modified only in accordance with its own terms, and an update to this Agreement or to any Posted Service Terms does not amend a Signed Agreement except to the extent that Signed Agreement expressly provides.

4. Relationship Between Provider and Client

This Agreement clarifies that we are independent entities, and neither party is considered an employee, employer, partner, or joint venture partner of the other. This means neither party has the authority to create any obligations or liabilities for the other party.

This agreement does not create an exclusive relationship between the parties. You are free to engage other service providers who offer similar services to ours, and we are free to offer our services to other clients, solicit new clients, and advertise our services.

5. Client Responsibilities

You agree you will:

promptly respond to requests for information, assets, reviews and decisions. Delays in your response may impact timelines of Services;
not transmit any passwords, credit card information, or any other sensitive information to us via unsecured channels, including but not limited to email. If sensitive information is required to facilitate a Service, we will provide you with instructions on how to securely transmit information;
promptly cancel any previous service(s) being replaced by services provided by Provider.

6. SMS and Text Messaging

By opting in to SMS messages from Cemah Creative LLC, you agree to receive text messages for customer support, service updates, and other communications related to your account.

Cancellation (STOP): You can cancel the SMS service at any time by texting STOP. After you send the message “STOP” to us, we will send you a message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will resume sending SMS messages to you.
Help (HELP): If you are experiencing issues with the messaging program, you can reply with the keyword HELP for assistance.
Carrier liability: Carriers are not liable for delayed or undelivered messages.
Rates and frequency: Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
Privacy: We handle mobile information in accordance with our Privacy Policy. We do not share mobile numbers, text messaging opt-in data, or consent with any third parties or affiliates for marketing or promotional purposes.

7. Service Restrictions

You agree you will not use our Services to:

engage in any activity that is illegal, fraudulent, deceptive or harmful;
engage in false or deceptive language;
facilitate the transmission of spam or unsolicited marketing messages;
circumvent, disable or interfere with any security features;
transmit, upload, or install any files containing viruses, worms, trojans or other malicious code;
infringe on the intellectual property rights of another entity or person;
transmit or store any sensitive information, including but not limited to, credit card numbers, social security numbers, tax identification numbers, drivers license numbers, medical information, and information of minors.

8. Payments and Fees

You agree you will:

provide and maintain a valid major credit card (Visa, Mastercard, Discover, American Express) for the purpose of automatic payment processing for any specified installments or recurring subscriptions;
provide an alternate valid major credit card within 7 days of a failed payment;
pay for all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule at a later date due to new legal requirements;
pay a $35.00 processing fee for any checks returned, regardless of reason for return;
be responsible for all costs incurred by us to reestablish services due to late or non-payment, in addition to any past due balances.

In the event of a failed automatic payment, we may make multiple attempts to process the transaction.

9. Promotions

We retain the perpetual right to reproduce, publish and display any works made on your behalf, to the extent they do not contain any confidential information, on our website, portfolio, marketing materials, as well as in galleries, industry publications, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the works in connection with such uses.

10. Confidential Information

In the performance of our Services, both parties may request, receive or send confidential proprietary information and materials to each other (“Confidential Information”). We will not disclose Confidential Information to any third-party or use for any purpose other than fulfilling our obligations under any Service Agreement, unless required by a court or government authority. You agree to not disclose Confidential Information to any third-party or use for any purpose other than fulfilling your obligations under any Service Agreement, unless required by a court or government authority. Any information deemed to be Confidential Information must be disclosed to the other party in writing.

11. Indemnification

BY CLIENT: Client agrees to indemnify, save and hold harmless Provider, its members, officers and employees from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement or any Service Agreement. Under such circumstances, Provider shall promptly notify Client in writing of any claim or suit; (i) Client has sole control of the defense and all related settlement negotiations; and (ii) Provider provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Provider in providing such assistance.
BY PROVIDER: Provider agrees to indemnify, save and hold harmless Client, its members, officers and employees from any and all damages, liabilities, costs, losses or expenses (collectively “Liabilities”) arising out of any meritorious claim, demand, or action by a third party which is inconsistent with Provider’s representations and warranties made herein, except in the event any such Liabilities arise directly as a result of Client’s gross negligence or misconduct, provided that (i) Client promptly notifies Provider in writing of the claim; (ii) Provider shall have sole control of the defense and all related settlement negotiations; and (iii) Client shall provide Provider with the assistance, information and authority necessary to perform Provider’s obligations under this section. Notwithstanding the foregoing, Provider shall have no obligation to defend or otherwise indemnify Client for any claim arising out of or due to materials provided by the Client or modifications of or content added by Client or third parties, improper or illegal use of Services, use of Services not authorized under this Agreement or any Service Agreement, or the failure to update or maintain any software.

12. Disclaimer and Limitations on Liability

Provider hereby represents, warrants and covenants to Client that (i) Provider will perform the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services; (ii) Except for materials provided by Client, any works shall be the original work of Provider, and to the best of Provider’s knowledge, the works will not violate the rights of any third parties. Client acknowledges that Provider will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If Client or any third party authorized by Client modifies or uses works outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of Provider shall be void; (iii) The Services will conform to their respective specifications; and (iv) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT OR RELATED SERVICE AGREEMENTS, PROVIDER MAKES NO WARRANTIES WHATSOEVER. PROVIDER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE SERVICE.

THE SERVICES OF PROVIDER ARE PROVIDED “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF PROVIDER, ITS MEMBERS, OFFICERS, EMPLOYEES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO DOUBLE THE TOTAL AMOUNT PAID TO PROVIDER AS OF THE DATE OF ACTION. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY PROVIDER, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Term and Termination

This Agreement shall commence upon agreement and shall remain effective until the Services are completed and delivered, or otherwise terminated as set forth herein;
This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (i) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (ii) breaches any of its material responsibilities or obligations under this Agreement or subsequent Service Agreements, which breach is not remedied within ten (10) days from receipt of notice of such breach;
Upon expiration or termination of this Agreement: (i) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (ii) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive;
Provider may elect to suspend services until Client cures any breach under any Agreement and pays any past due balances or incurred reactivation fees.

14. Severability

The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties, unless to do so would clearly violate the present legal and valid intention of the parties hereto.

15. No Assignment

Neither party can assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Services.

16. Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

17. Interpretation

Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor otherwise be given any legal effect. Any any service, technical, or industry terminology shall be defined according to standard industry usage, and any dispute as to the meaning or scope of design, development or technical terminology shall be determined by Provider in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

18. Force Majeure

Provider shall not be deemed in breach of this Agreement if Provider is unable to provide the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Provider’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Provider shall give notice to Client of its inability to perform or of delay in performing the Services and shall propose a strategy and timeline to resume Services.

19. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the United States of America. The exclusive jurisdiction for disputes relating to this Agreement shall be the state and federal courts located in St. Clair County, Michigan, United States of America.

20. Contact Information

Questions about this Agreement can be sent to:

Cemah Creative LLC
PO Box 264
Saint Clair, MI 48079
support@cemahcreative.com