Terms & Conditions

Effective Date: June 30, 2025

These Terms and Conditions (“Agreement”) govern your engagement with Eager Essence (“Agency,” “we,” “us,” or “our”) for the provision of digital marketing, branding, and advertising services. By utilizing our services, you (“Client” or “you”) agree to be bound by these terms.

1. Services and Scope of Work

The specific services provided, including those categorized under A To Z Social Media Management, Full Stack Social Media Advertising, and other specialized programs, will be detailed in a separate, mutually agreed upon Statement of Work (SOW) or service agreement. Any changes to the scope require a written amendment signed by both parties.

2. Client Responsibilities and Cooperation

The Client agrees to provide timely access to necessary accounts (social media, ad platforms, analytics), content, and information required by the Agency to perform the services. Delays caused by the Client’s failure to cooperate may result in an extension of the timeline or adjustment of fees.

3. Payment Terms and Fees

All fees are outlined in the corresponding SOW. Unless otherwise specified, invoices are due net thirty (30) days from the invoice date. The Client is responsible for all applicable taxes. Non payment may result in the suspension of services until the outstanding balance is settled. The Client is also responsible for all third party costs, including advertising spend (media buying), subscription fees, and licensing costs.

4. Term and Termination

This Agreement commences on the effective date specified in the SOW and remains in effect until the termination date or until the services are complete. Either party may terminate this Agreement with written notice of thirty (30) days. Termination does not relieve the Client of the obligation to pay for services rendered up to the date of termination.

5. Intellectual Property and Ownership

Upon full payment, the Client owns all final deliverables, including content, finalized strategies, and creative assets produced specifically for the Client under this Agreement. The Agency retains ownership of all underlying intellectual property, tools, frameworks, and pre existing materials used to perform the services (e.g., proprietary AI platform functionality).

6. Confidentiality

Both parties agree to treat all business, financial, operational, and technical information shared during the engagement as confidential. This includes, but is not limited to, trade secrets, campaign performance data, client lists, and pricing structures. Confidentiality obligations survive the termination of this Agreement.

7. Warranties and Limitation of Liability

The Agency warrants that services will be performed in a professional and workmanlike manner. Services are provided “as is” and “as available.” The Agency is not responsible for changes in platform algorithms, third party service interruptions, or results outside of our direct control. The Agency’s total liability shall not exceed the total fees paid by the Client to the Agency during the three (3) months immediately preceding the claim.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Agency against any claims, damages, liabilities, and expenses arising from the Client’s products, services, or any content provided by the Client that infringes upon a third party’s rights, including copyright and trademark.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, excluding its conflict of law provisions. Any disputes arising under this Agreement shall be resolved through good faith negotiation, and failing resolution, through binding arbitration in San Francisco, California.

10. Force Majeure

Neither party shall be liable for any failure to perform its obligations where such failure is a result of acts of God, war, terrorism, natural disasters, platform outages, or any other cause beyond the party’s reasonable control.

11. Data Privacy and Compliance

Both parties agree to comply with all applicable data privacy laws, including the CCPA/CPRA, regarding the collection, use, and transfer of personal information. The Agency maintains a separate Privacy Policy detailing data handling practices.

12. Miscellaneous

This document constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements. This Agreement may not be modified except by a written instrument signed by both parties.

13. General Inquiries and Service Requests

For all questions regarding our services, partnership opportunities, or new client inquiries, please contact our dedicated business development team.
Email: contact@eageressence.site