Standard Terms & Conditions

Modified 6.24.2024

1. Formation of Contract. The terms set forth in this form are the sole terms for the sale of media services by Creative Content, LLC, d/b/a Venture Creations (“Venture”). Social Media Services include but are not limited to: social media management (design, content, campaign, & advertising management and tactics, strategy, assets, etc.), web design & management, and video & digital media production. Unless otherwise specifically provided for by Venture in this document, these terms shall apply to the exclusion of any inconsistent or additional terms contained in Buyer’s order or acknowledgement or otherwise proposed by Buyer. Buyer’s acceptance of these terms shall be conclusively presumed by Buyer’s signature on this form, by Buyer’s submission of a purchase order in response to this document, or by Buyer’s acceptance of delivery of, or payment for, the services. Any contract made for the sale of services by Venture is expressly conditional on Buyer’s assent to the terms stated in this document. Venture does not accept any additional or inconsistent terms proposed by Buyer.
2. Price. All price quotations are offered for prompt acceptance and are valid for thirty (30) days from the date of quotation. Buyer acknowledges that prices are subject to change without notice as prices are based on the cost of services at the time of delivery. The quoted price does not include applicable taxes such as city, state or federal, sales, use, or excise taxes. All taxes and charges shall be Buyer’s responsibility and may be added to the invoice as a separate and additional charge to Buyer unless an acceptable exemption certificate is presented to Venture. Venture shall also have the right to separately bill Buyer, at any time, for any taxes and charges that are attributable to this sale that Venture may be required to pay. Buyer shall reimburse Venture immediately on demand for all such amounts.
3. Payment Terms. The payment terms specifically stated on Venture’s contract and/or invoices shall apply. To the extent Venture’s contract or invoice does not contain specific payment terms, the applicable payment terms shall be net twenty-one (21) days after invoice unless specified otherwise in the Statement of Work. Buyer agrees to promptly provide Venture with information, including, but not limited to, a completed credit application, requested by Venture to enable Venture to determine, in Venture’s sole satisfaction, Buyer’s financial condition and payment performance. Venture reserves the right to require revised payment terms, a letter of credit to secure payment, a security agreement, a guaranty or other such measures as may be determined to be necessary by Venture, in its sole discretion. Invoices not paid timely shall have a service charge added to the amount due of one and one half percent (1 ½ %) per month. Buyer shall reimburse Venture for any and all expenses, including reasonable attorneys’ fees, incurred by Venture in the collection of any delinquent account or enforcing its rights with respect to Buyer.
4. Social Media Management & Website Maintenance for Social Media Campaigns In accordance with the specifications Venture shall design and maintain Buyer’s social media campaigns (including content development and advertising), and make website modifications as necessary for the implementation of social media campaigns, that shall satisfy the specifications set forth in the contract and/or statement of work agreed to by Buyer.
a. Data Protection Compliance. As part of the services referred to in the contract or statement of work, Venture shall endeavor to apply no less than current industry standard practices to protect the security, integrity, and privacy of buyer’s data, customer personal information and transaction data, which may be collected, processed, transmitted, or stored by the configuration of the website.
b. Data Processing & Custom Audiences Facebook, Instagram, Google, LinkedIn and other third party advertising tools (“Third Party Advertising Tools”) may enable you to create an audience using your own data, including but not limited to: names, e-mail address or phone numbers (“custom audience”). While using these third party advertising tools, your data is stored locally on your own system (the “stored data”) before you upload and share it to the third party advertising tool used to create a custom audience. Without limiting any agreement between you and any third party advertising tool by clicking “I accept”, sharing stored data with a third party advertising tool, or using custom audiences or advertising, you agree to the following:

i. Represent and warrant, without limitation, that you have all necessary rights and permissions and a lawful basis to disclose and use the stored data in compliance with all applicable laws,regulations, and industry guidelines. If you are using a third party advertising tool identifier to create a custom audience, you must have obtained the identifier directly from the data subject in compliance with these terms.
ii. Only provide Venture Creations with stored data that is owned by you as the advertiser and not to augment or supplement the data with other data except as expressly authorized by the third party advertising tool. You represent and warrant that you have the authority to use such data.
iii. Represent and warrant that the stored data does not pertain to any individual or participant who has by direct or indirect communication, opted out of having their data disclosed and used by you on your behalf for targeted advertising. Furthermore, to the extent an individual exercises an opt-out after you have used data pertaining to the specific individual to create a custom audience, you will remove the specific individual from your custom audience.
iv. Allow third party advertising tools to use stored data for matching.
v. Acknowledge third party advertising tools will not provide access to information about the custom audience(s) to other third parties or other advertisers, use your custom audience(s) to append to the information we have about our users or build interest-based profiles, or use your custom audience(s) except to provide services to you, unless we have your permission or are required to do so by law.
vi. Acknowledge third party advertising tools may modify or terminate access to the custom audience feature at any time. Furthermore, you may also discontinue your use of the custom audience feature at any time. You may delete your custom audience(s) from the third party advertising tool system at any time through your account tools.
vii. Not sell or transfer custom audiences, or authorize any third party to sell or transfer custom audiences.
viii. Grant, to the extent applicable, permission to govern the provision by you of stored data to Venture Creations and to use your custom audience feature, and to use your custom audiences for advertising. These terms do not replace any terms applicable to your purchase of advertising inventory from third party advertising tools or social media platforms, and such terms will continue to apply to your ad campaigns targeted to your custom audience(s). The custom audience feature is part of a third party advertising tool and subject to the terms of service of its respective social media platform. Your use of the custom audience feature (including your use of data) is deemed part of your use of, and actions on, the third party advertising tool. In the event of any express conflict between the Custom Audience Terms and the social media platform’s terms, the Custom Audience Terms will govern solely with respect to your use of the custom audience feature and solely to the extent of the conflict. Third party advertising tools reserve the right to monitor or audit your compliance with their terms and to update their terms from time to time.
ix. Accept the sole responsibility to, and hold Venture Creations harmless and unaccountable for the compliance of your website’s privacy policy to, include (a) information on each landing page containing a pixel or cookie collecting tool that clearly links to an explanation that third party advertising tools may use cookies, web beacons and other storage technologies to collect or receive information about them (b) how users can opt-out of the collection and use of their information for ad targeting and (c) where a user can access a mechanism for exercising such choice.

c. Buyer Data Ownership and Use. Venture agrees that all Buyer transaction data from Buyer’s website activity, and all Buyer customer and website contact information including all individually or personally identifiable information remains solely Buyer’s data and property, and shall be treated as such for purposes of Section 4a, above. Buyer grants permission to Venture to use such Buyer data in the manner and for the purposes set forth in these Terms and Conditions, and the contract or statement of work, or otherwise authorized by Buyer.

d. Buyer Content. Buyer assumes sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to third party websites, (b) the accuracy of materials on the website, including, without limitation, Buyer content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted, and (c) ensuring that the Buyer content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Venture reserves the right, in its sole discretion, to exclude or remove from the website any hypertext links to third party websites, any Buyer content on the website, or other content not supplied by Venture which, in Venture’s sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Venture to civil or criminal liability.

5. Proprietary Rights of Buyer. As between Buyer and Venture, all materials provided by Buyer to Venture for incorporation into the Buyer’s websites, video or social media, including any images, photographs, illustrations, graphics, media or text (collectively, “Buyer Content”) shall remain the sole and exclusive property of Buyer, including, without limitation, all copyrights, trademarks, patents, trade secrets and any other proprietary rights. Buyer grants to Venture a non-exclusive, worldwide, royalty-free license for the term of Buyer’s contract with Venture to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use Buyer Approved Content as necessary to render the services to Buyer under the contract or statement of work. Deliverable assets produced by Venture under a contract or statement of work for Buyer, and only for Buyer, shall become the sole property of the Buyer only upon payment in full for the services or deliverables provided by Venture. Notwithstanding the foregoing or any other provision of this document, Buyer hereby grants Venture and its affiliates and contractors the non-exclusive, irrevocable right and license to use, reproduce, distribute, display, and create derivative works from all materials, including but not limited to all photos, ad images, advertising results, statistics, and website designs, created by Venture for Buyer, for the purpose of self-promotion and advertising. Venture shall include brand crediting mentions to represent Buyer when using such materials.
6. Proprietary Rights of Venture. All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Venture or its suppliers, and any know-how, methodologies, equipment, or processes used by Venture to provide the services to Buyer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Venture Materials”) shall remain the sole and exclusive property of Venture or its suppliers. To the extent, if any, that ownership of the Venture Materials does not automatically vest in Venture by virtue of the contract or statement of work agreed to by Buyer or otherwise, Buyer hereby transfers and assigns to Venture all rights, title and interest which Buyer may have in and to the Venture Materials. Buyer acknowledges and agrees that Venture is in the business of designing software and designing and hosting websites, and that Venture shall have the right to provide to third parties services which are the same or similar to those provided to Buyer, and to use or otherwise exploit any Venture Materials in providing such services.
Confidentiality.  Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to, software, social media tactics and strategies, technical processes and formulas, source codes, product designs, sales, product and business plans, advertising relationships, projections and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement, each Party shall not make any disclosure of the Confidential Information to anyone other than its employees and/or contractors who have a need to know in connection with this Agreement, or as required by law or legal process. Each Party shall notify its employees and/or contractors of their confidentiality obligations with respect to the Confidential Information and shall require its employees and/or contractors to comply with these obligations. The confidentiality obligations of each Party and its employees and/or contractors shall survive the expiration or termination of this Agreement and any contract or statement of work.

8. Buyer Warranties. Buyer represents and warrants that: (a) Buyer has the power and authority to enter into and perform its obligations under this Agreement or any contract or statement of work; (b) the Buyer Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Buyer owns the Buyer Content or otherwise has the right to place the Buyer Content on its website, social media site or media productions; and (c) Buyer has obtained any authorization(s) necessary for hypertext links from the website to other third party web sites. Should Buyer receive notice of a claim regarding the websites, social media or media productions, Buyer shall promptly provide Venture with written notice of such claim.
9. Warranty and Disclaimer. Venture does not make any warranties, claims or guarantees of results from social media campaigns or related services. Any results in case studies are not to be considered normal and are evaluated on a case by case basis, and no guarantee is made to client of achieving similar results.

DISCLAIMER
NOTWITHSTANDING ANY OTHER PROVISION IN THIS DOCUMENT, VENTURE EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VENTURE ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR ANY OTHER SPECIAL DAMAGES OF BUYER FOR BREACH OF WARRANTY OR OF CONTRACT, OR OTHERWISE. IN ANY EVENT, THE LIABILITY OF VENTURE TO BUYER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO VENTURE BY BUYER FOR THE SERVICES PROVIDED BY VENTURE UNDER THE CONTRACT OR STATEMENT OF WORK. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS.
THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER AGAINST VENTURE.

10. Indemnification of Venture. Buyer shall indemnify, defend, and hold Venture, its agents and employees harmless from all claims, liabilities, and expenses, including but not limited to reasonable attorney fees, sustained by Venture or its agents or employees that are caused by any breach of any warranty made by Buyer contained in this Agreement, any action of Buyer relating to the services sold by Venture to Buyer, including but not limited to infringement of any patent, trademark, copyright or trade secret of a third party based on Buyer Content supplied to Venture, and violations of law, privacy and etiquette by Buyer in the use of the website, social media and media productions.
11. Force Majeure. Any delay or failure of Venture to perform its obligations will be excused if and to the extent that it is caused by an event or occurrence beyond Venture’s reasonable control, such as: acts of God; governmental actions; embargoes; fires; explosions; natural disasters; riots; wars; sabotage; terrorist acts, utility interruptions, public health emergencies, or court injunction or order.
12. Waiver. No right or remedy of Venture shall be deemed to have been waived or renounced, in whole or in part, unless that waiver or renunciation is supported by consideration and is in writing signed by Venture.

13. Buyer’s Default. Buyer is in default if any of the following occurs:
a. Buyer breaches, or repudiates, any term in the contract or statement of work or in any other agreement between Buyer and Venture, including but not limited to a failure to pay all sums when due;
b. Insolvency of Buyer or filing a voluntary or involuntary petition in bankruptcy with respect to Buyer;
c. Appointment of a receiver or trustee for Buyer.

14. Venture’s Remedies. In the event of Buyer’s default, Venture may exercise any remedies available under applicable law, including but not limited to the following remedies:
a. Venture may require payment in advance;
b. Venture may suspend performance or cancel all or any part of the balance of any contract or statement of work with the Buyer;
c. Venture may take any other steps necessary or desirable to secure Venture fully with respect to Buyer’s payment for products and services furnished or to be furnished by Venture to Buyer; and
d. Buyer shall reimburse Venture for all damages suffered due to Buyer’s breach, including but not limited to incidental, consequential, and other damages, as well as, reasonable attorney fees, and court costs.
The remedies in this document shall be cumulative and in addition to any other remedies allowed to Venture under applicable law. No waiver by Venture of any breach or remedy shall be a waiver of any other breach or remedy.
15. Independent Contractor. Venture shall at all times be deemed to be an independent contractor. Nothing herein shall be deemed to make Venture or its employees or agents an employee, partner or joint venturer of Buyer.
16. Time For Bringing Action. Any action by Buyer against Venture for breach of Venture’s obligations hereunder or for any other claim arising out of or relating to the products or their design, manufacture, sale or delivery must be brought within one (1) year after the cause of action accrues, unless limited by these terms.
17. General.
a. Compliance with Laws. Buyer warrants that it is and will remain in compliance with all federal, state and local laws, regulations and ordinances relating to Buyer’s use of the services provided by Venture.
b. Setoff. Venture has the right to deductions or setoffs of any sums due to Venture from Buyer (whether or not arising from this agreement) against any sums due to Buyer from Venture (whether or not arising from this agreement).
c. Assignment. Neither party, shall assign its rights or delegate its duties under this Agreement without the other party’s prior written consent.
d. Entire Agreement and Amendment. This document contains all of the terms of the agreement between Venture and Buyer with regard to its subject matter and supersedes all prior oral or written representations, agreements, and other communications between Venture and Buyer. This Agreement may be amended only by a writing signed by Buyer and an officer of Venture.
e. Severability. The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement. In the event any provision of this Agreement is found to be invalid or unenforceable in any manner, that provision shall be deemed amended in as minimal a manner as possible so as to make the provision valid and enforceable.
f. State Law. This document shall be governed in all respects by the laws of the State of Michigan.
g. Jurisdiction and Venue. Venture and Buyer agree that any action arising out of this document will be brought, heard and decided in Kent County, Michigan. Buyer submits to personal jurisdiction in Michigan.
h. Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective heirs, beneficiaries, personal representatives, successors and assigns of the parties to this Agreement.
i. Reliance. Each party acknowledges that it has had full opportunity to consult with such legal and financial advisors as it has deemed necessary or advisable in connection with its decision knowingly to enter into this Agreement. Neither party has executed this Agreement in reliance on any representations, warranties or statements that the other party has made, other than those representations, warranties and statements made under this Agreement.
j. No Waiver. No waiver of a breach of this Agreement shall be deemed a waiver of any other breach of the same or any other provision of this Agreement.
k. Third Parties. This Agreement is for the benefit of the parties, their successors and assigns, and is not for the benefit of any third party.
l. Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been given (i) when delivered in person to the recipient, (ii) 48 hours after deposit in the United States Mail, by certified mail, postage prepaid, addressed to the party at its address set forth above or at another address as the party shall designate by providing notice under this Section; (iii) when Federal Express or comparable express delivery services delivers the notice to the recipient; (iv) when the recipient receives the notice by electronic mail to the correct electronic mail address of the recipient, as confirmed in electronic notice to the sender.
m. Counterpart Executions; Facsimiles and Electronic Mail. The parties may execute the Agreement electronically or in any number of counterparts with the same effect as if all parties had signed the same physical document. Each party may transmit the executed copies by facsimile or email, which shall have the same effect as if all parties had signed the same physical document. All executed counterparts, whether originals or copies sent by facsimile, email, or a combination, shall be construed together and shall constitute one and the same Agreement.
n. Ambiguities. Any term of this Agreement which is found to be ambiguous shall not be construed against Venture.