Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Advertara ("Advertara," "we," "us," or "our"), governing your access to and use of all services, content, digital properties, and materials provided by Advertara, including but not limited to marketing communication consulting, promotional content development, brand messaging frameworks, visual communication structuring, and audience engagement planning.

By engaging Advertara's services, accessing our website, submitting a project inquiry, executing a service agreement, or making any payment for services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not engage our services or access our materials.

These Terms apply to all interactions, transactions, and ongoing service relationships between you and Advertara. We reserve the right to update these Terms periodically. Continued use of our services following notification of changes constitutes acceptance of the revised Terms.

Advertara provides marketing communication and promotional content support services of an advisory and content-focused nature. Our offerings encompass the following core service categories:

• Brand Messaging Support: Development of textual positioning concepts, structuring of key marketing message frameworks, and preparation of product and service descriptions optimized for digital environments.
• Campaign Visual Structuring: Creation of visual concepts for online campaigns, preparation of graphic element sets for communication purposes, and adaptation of visual materials across different digital platforms.
• Promotional Content Frameworks: Development of marketing material templates, preparation of content structures for presentations and landing pages, and establishment of promotional resource libraries.
• Audience Communication Planning: Recommendations regarding audience interaction formats, structuring of communication material sequences, and preparation of analytical notes on message effectiveness.

All services delivered by Advertara are strictly advisory, consultative, and content-development in nature. Advertara does not provide, and these Terms do not apply to, advertising placement services, media buying or planning, management or oversight of advertising budgets, paid media campaign execution, or any services involving the direct purchase of advertising inventory on any platform or medium.

The specific scope of work for each engagement will be defined in a separate written Service Agreement or Project Brief executed between the parties. In the event of a conflict between these Terms and a specific Service Agreement, the Service Agreement shall govern with respect to project-specific matters, while these Terms shall govern all other aspects of the relationship.

By engaging Advertara's services, you represent, warrant, and covenant that:

• You have full legal authority to enter into this agreement, whether as an individual or on behalf of an organization, and that the execution of this agreement does not conflict with any other obligation you may have.
• All information, materials, brand assets, background documents, creative briefs, and other inputs you provide to Advertara in connection with a project are accurate, complete, and lawfully owned by or licensed to you, free of third-party rights that would prevent their use as contemplated by the project.
• You will not submit to Advertara any materials that infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
• You are solely responsible for the final review, approval, legal compliance review, and publication or distribution of any deliverable produced by Advertara. Advertara's deliverables constitute draft materials subject to your review and approval before any use.
• You understand that marketing strategies, messaging frameworks, and content recommendations provided by Advertara are based on general professional knowledge and the information you supply, and that results are not guaranteed.
• You will provide timely, substantive feedback and approvals as reasonably requested by Advertara to enable the completion of projects within agreed timelines.
• You will designate a primary point of contact with the authority to provide direction, approvals, and decisions on behalf of your organization.

Failure to fulfill your responsibilities as outlined above may result in project delays, additional charges for rework, or termination of the engagement. Advertara shall not be liable for any such delays or additional costs arising from your failure to fulfill these responsibilities.

3.1 Pre-Existing Intellectual Property. Each party retains ownership of all intellectual property that existed prior to the commencement of any engagement. Client retains ownership of all pre-existing brand assets, trademarks, logos, proprietary information, and content provided to Advertara. Advertara retains ownership of all proprietary methodologies, frameworks, processes, templates, and tools developed independently of any specific client engagement.

3.2 Deliverables and Work Product. Upon receipt of full and final payment for a completed engagement, Advertara assigns to the Client all rights, title, and interest in the specific custom deliverables created exclusively for that Client and for that project, including all copyright therein, to the extent such assignment is permissible by law. This assignment is contingent upon full payment having been received.

3.3 Underlying Tools and Methodologies. Notwithstanding Section 3.2, Advertara retains all rights in and to its proprietary methodologies, analytical frameworks, structural approaches, general concepts, know-how, processes, and any pre-existing or independently developed materials that may be incorporated into deliverables. The Client receives a non-exclusive, perpetual, royalty-free license to use such underlying elements solely as incorporated into and as necessary to use the specific deliverables provided.

3.4 Portfolio Rights. Advertara reserves the right to include general descriptions of completed projects in its portfolio, case studies, and marketing materials, without disclosing confidential or proprietary details, unless the Client has expressly requested confidentiality in writing. No specific sensitive business information shall be disclosed.

3.5 Third-Party Materials. Any third-party materials incorporated into deliverables, including licensed fonts, stock illustrations, or reference materials, remain subject to their respective licenses. Advertara will disclose the use of any material requiring separate licensing by the Client.

4.1 Service Fees. Fees for specific engagements will be established in the applicable Service Agreement. Unless otherwise stated in a Service Agreement, all fees are quoted and payable in United States Dollars (USD).

4.2 Payment Schedule. Unless otherwise agreed in writing, the following payment schedule applies: (a) a deposit of fifty percent (50%) of the total project fee is due upon execution of the Service Agreement and before commencement of work; (b) the remaining balance is due upon delivery of final deliverables and prior to transfer of intellectual property rights.

4.3 Late Payments. Invoices not paid within fifteen (15) days of the due date will accrue a late fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Advertara reserves the right to suspend work on any active project until all outstanding amounts are settled in full.

4.4 Expenses. Out-of-pocket expenses incurred by Advertara specifically in connection with a project (such as licensed stock imagery, specialized software, or third-party research services) will be invoiced at cost plus a handling fee of fifteen percent (15%), unless otherwise agreed in advance in writing.

4.5 Taxes. All fees are exclusive of applicable taxes. You are responsible for all applicable sales, use, value-added, or similar taxes arising from your purchase of services from Advertara.

4.6 Disputed Invoices. If you dispute any portion of an invoice, you must notify Advertara in writing within seven (7) days of the invoice date, specifying the nature and basis of the dispute. Undisputed portions of an invoice remain due and payable on the original due date.

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with services under these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, marketing strategies, financial information, customer data, product roadmaps, pricing information, and trade secrets.

5.2 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; (c) use such information solely for the purpose of fulfilling obligations or exercising rights under these Terms; and (d) protect such information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

5.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the disclosing party provides the other party with prompt written notice to the extent permitted by law.

5.4 Duration. Confidentiality obligations shall survive the termination of these Terms for a period of three (3) years.

6.1 Revision Rounds. Unless otherwise specified in a Service Agreement, each project includes a defined number of revision rounds as stated in the project proposal. A "revision round" means a consolidated set of changes communicated by the Client in a single written communication. Revisions must be requested within ten (10) business days of delivery of any draft or deliverable; failure to request revisions within this period constitutes acceptance of the deliverable as presented.

6.2 Scope Changes. Any request by the Client to materially alter the scope, objectives, timeline, or deliverables of a project constitutes a "Scope Change." Scope Changes must be agreed upon in writing by both parties and may result in additional fees and/or adjusted timelines. Advertara will provide a written estimate for any additional work required by a Scope Change prior to proceeding.

6.3 Client Delays. If the Client fails to provide necessary information, feedback, approvals, or materials within the timeframes agreed upon or reasonably requested by Advertara, any resulting project delays shall not be the responsibility of Advertara. Advertara may adjust the project timeline accordingly without penalty, and reserves the right to charge for idle time at its standard rates if delays extend beyond thirty (30) days.

6.4 Project Abandonment. If a project remains inactive for sixty (60) or more consecutive days due to lack of Client response or engagement, Advertara reserves the right to treat the project as abandoned and archive all work-in-progress files. Resuming an abandoned project may require a new project initiation fee and will be treated as a new engagement.

7.1 No Guarantee of Results. Advertara provides services based on professional expertise, experience, and the information provided by the Client. However, marketing and communication outcomes depend on numerous factors beyond Advertara's control, including market conditions, competitive landscape, platform algorithm changes, audience behavior, and the quality of implementation. Advertara makes no representation or warranty regarding specific business outcomes, sales results, revenue increases, audience growth, or any other measurable performance metric.

7.2 Services Provided As-Is. Except as expressly stated in a Service Agreement, all services are provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.3 Limitation of Liability. To the fullest extent permitted by applicable law, in no event shall Advertara's total liability to you for any claim arising from or related to these Terms or the services exceed the total fees actually paid by you to Advertara in the three (3) months immediately preceding the event giving rise to the claim. In no event shall Advertara be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost data, loss of goodwill, or business interruption, however caused and under any theory of liability, even if Advertara has been advised of the possibility of such damages.

7.4 Indemnification. You agree to indemnify, defend, and hold harmless Advertara, its officers, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your use of deliverables in any manner not contemplated by the project scope; (c) any claim that your brand assets or materials infringe third-party rights; or (d) your violation of any applicable law or regulation.

8.1 Term. These Terms remain in effect for the duration of any active engagement between you and Advertara and for as long as you continue to use any deliverables or access any materials provided by Advertara.

8.2 Termination by Client. You may terminate an active project engagement by providing Advertara with fourteen (14) days' written notice. In the event of termination by the Client, you shall pay for all work completed up to the date of termination, including a pro-rated portion of the project fee corresponding to the stage of completion, plus any unreimbursed expenses incurred. The deposit paid shall be applied against amounts owed; any shortfall shall be invoiced and must be paid within fifteen (15) days.

8.3 Termination by Advertara. Advertara may terminate an engagement immediately upon written notice if: (a) the Client fails to make any payment when due and does not cure such failure within seven (7) days of written notice; (b) the Client materially breaches these Terms or a Service Agreement; (c) the Client requests services that would require Advertara to act illegally or unethically; or (d) continuation of the engagement would cause material reputational or legal harm to Advertara.

8.4 Effect of Termination. Upon termination, all outstanding fees become immediately due and payable. Intellectual property rights in any deliverable for which full payment has not been received remain with Advertara. Each party will promptly return or destroy the other party's Confidential Information. Sections on Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

9.1 Governing Law. These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

9.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party for a period of not less than thirty (30) days following written notice of the dispute from one party to the other.

9.3 Arbitration. If a dispute cannot be resolved through informal negotiation, it shall be submitted to binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall take place in Jefferson County, Colorado. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

9.4 Exceptions. Notwithstanding Section 9.3, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or enjoin infringement of intellectual property rights or misappropriation of confidential information, without first engaging in the arbitration process.

9.5 Class Action Waiver. All claims must be brought in the party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

10.1 Entire Agreement. These Terms, together with any executed Service Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

10.2 Amendments. Advertara reserves the right to modify these Terms at any time. Updated Terms will be posted on our website with a revised effective date. Your continued engagement of services after such posting constitutes acceptance of the modified Terms.

10.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

10.4 No Waiver. Advertara's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

10.5 Assignment. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without the prior written consent of Advertara. Advertara may assign its rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.6 Force Majeure. Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance, arising from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, or widespread digital infrastructure failures, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact.

10.7 Relationship of Parties. Advertara and its personnel providing services hereunder are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

10.8 Notices. All formal notices under these Terms shall be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses on record for each party.