Terms of Service for Freshwave Strategies

Welcome to FreshWave Strategies ("we," "us," or "our"). These Terms of Service ("Terms") govern your ("Client" or "you") engagement with our marketing, advertising, and related services ("Services"). By engaging our Services, you agree to be bound by these Terms. Please read them carefully.

1. Scope of Services
FreshWave Strategies provides a range of marketing services, including but not limited to digital marketing, social media management, content creation, branding, search engine optimization (SEO), advertising campaigns, and strategic consulting. The specific scope of Services will be outlined in a separate agreement or proposal ("Service Agreement") signed by both parties. Any changes to the scope must be agreed upon in writing.

2. Client Responsibilities
To enable us to perform our Services effectively, you agree to:

Provide accurate, complete, and timely information, materials, and feedback as requested.
Grant necessary permissions or access to relevant accounts (e.g., social media, website analytics) for us to perform the Services.
Comply with all applicable laws, regulations, and third-party platform policies related to your marketing activities.
Review and approve deliverables in a timely manner, as specified in the Service Agreement.
Failure to fulfill these responsibilities may result in delays or termination of Services.

3. Intellectual Property
3.1 Client Materials
You grant us a non-exclusive, royalty-free, worldwide license to use, modify, and distribute any materials you provide (e.g., logos, content, images) solely for the purpose of performing the Services. You represent and warrant that you have all necessary rights to provide such materials.

3.2 Deliverables
We assign to you ownership of the final deliverables created specifically for you as part of the Services (e.g., advertisements, social media content, or branding materials), subject to any limitations in the Service Agreement. We retain ownership of any pre-existing materials, templates, or proprietary processes used in creating the deliverables.

3.3 Agency Rights
We retain the right to use deliverables or descriptions of our Services in our portfolio, marketing materials, or case studies, unless otherwise agreed in writing.

4. Confidentiality
Both parties agree to keep confidential any non-public information disclosed during the engagement, including business plans, customer data, or proprietary strategies. This obligation survives the termination of the Services for a period of three (3) years, except for information that:

Is publicly available through no fault of the receiving party.
Was already known to the receiving party before disclosure.
Is required to be disclosed by law, provided the receiving party gives prompt notice to the other party.
5. Warranties and Disclaimers
5.1 Our Warranties
We warrant that:

Our Services will be performed in a professional manner, consistent with industry standards.
We will comply with all applicable laws and regulations in providing the Services.
5.2 Client Warranties
You warrant that:

All materials and information you provide are accurate and do not infringe on any third-party rights.
You have the authority to enter into these Terms and the Service Agreement.
5.3 Disclaimer
Except as expressly stated, we make no warranties, express or implied, regarding the Services, including any implied warranties of merchantability or fitness for a particular purpose. We do not guarantee specific results, such as increased sales or website traffic, as outcomes depend on various factors beyond our control.

6. Limitation of Liability
To the fullest extent permitted by law, FreshWave Strategies shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or related to the Services, even if advised of the possibility of such damages.

7. Indemnification
You agree to indemnify, defend, and hold harmless FreshWave Strategies, its officers, employees, and agents from any claims, losses, or damages (including reasonable attorneys' fees) arising from:

Your breach of these Terms or the Service Agreement.
Your violation of any applicable laws or third-party rights.
Your provided materials or instructions that result in legal claims.

8. Termination
8.1 Termination for Convenience
Either party may terminate the Services by providing written notice as specified in the Service Agreement (typically 30 days).

8.2 Termination for Cause
Either party may terminate the Services immediately if the other party:

Breaches a material term of these Terms or the Service Agreement and fails to cure the breach within 15 days of written notice.

8.3 Effect of Termination
Upon termination, we will deliver any completed deliverables as agreed in the Service Agreement. Both parties’ confidentiality obligations survive termination.

9. Miscellaneous
9.1 Entire Agreement
These Terms, together with the Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

9.2 Amendments
These Terms may only be amended in writing signed by both parties, except that we may update these Terms by posting a revised version on our website and notifying you.

9.3 Assignment
You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all our assets.

9.4 No Third-Party Beneficiaries
These Terms are for the benefit of the parties only and do not confer any rights on third parties.

9.5 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.