Terms and Conditions.

Marketing, Media, Technology and Physical Production

Hyped Up Media provides services that may include:

Availability, specifications, turnaround times and pricing may vary. We may use qualified employees, contractors, production partners, printing vendors, software providers and other third parties to perform portions of the services.

Scope, Deliverables and Timelines

The scope of each engagement is described in the applicable proposal, quote, order, invoice, statement of work or written agreement. Only deliverables specifically listed are included.

• Estimates and preliminary discussions do not create obligations unless accepted in writing.
• Timelines are estimates unless a written agreement expressly states that a date is guaranteed.
• Work outside the approved scope may require a change order, revised proposal or additional fee.
• Verbal requests that materially change the project may be confirmed in writing before work continues.
• Client delays, missing materials, delayed approvals and third party delays may extend the schedule.

Information, Access, Approvals and Legal Compliance

The client agrees to provide accurate information, timely feedback, required access, brand assets, credentials, content, approvals and other materials reasonably needed to complete the services.

• You represent that you have the right to provide all logos, photographs, videos, trademarks, data, music, copy and other materials supplied to us.
• You are responsible for reviewing names, dates, prices, claims, contact information, spelling, legal disclosures and factual accuracy before approval.
• You are responsible for ensuring that your products, services, advertising claims and business practices comply with applicable laws and industry rules.
• You must safeguard login credentials and promptly tell us about unauthorized account access or security concerns.
• You may not use our services for unlawful, misleading, infringing, abusive, discriminatory or fraudulent activity.

Deposits, Milestones, Recurring Services and Expenses

Fees and payment schedules are established in the applicable proposal, invoice, order or agreement. Unless stated otherwise, fees are quoted in United States dollars.

• Deposits and setup fees may be required before work begins and may be nonrefundable once resources are committed.
• Media spend, postage, printing, software, travel, talent, locations, licensing and third party charges may require advance payment.
• Recurring services may renew and be charged according to the agreed billing schedule until properly cancelled.
• Overdue balances may pause production, campaigns, hosting, access, delivery or support.
• Client is responsible for applicable taxes, bank fees, processor fees, collection costs and approved out of pocket expenses.
• Disputing a valid charge does not eliminate the obligation to pay amounts properly earned or committed.

We may charge a reasonable late fee or interest where permitted and disclosed in the applicable agreement or invoice.

Keeping Projects Focused and Moving

The number of revisions, review rounds and included changes will be stated in the applicable agreement. A revision is a reasonable change to an existing approved direction. A new concept, new page, new format, changed objective or expanded deliverable may be treated as additional work.

• Consolidated feedback should be provided by the designated client decision maker.
• Changes requested after approval may affect cost, delivery dates and vendor commitments.
• Corrections caused by our error will be addressed within the agreed scope.
• Corrections to client supplied or previously approved information may require additional fees.

Proofs, Production Variations and Vendor Requirements

Printed products, direct mail, apparel, signage, packaging and promotional items may be produced through third party vendors. The client must approve artwork, specifications, quantities, addresses, mailing lists and proofs before production when approval is requested.

• Screen colors may differ from printed colors, and normal production variation may occur between runs, stocks, finishes and devices.
• Trim, folding, registration, coating, material, sizing and color tolerances may vary within normal industry standards.
• Production and shipping dates are estimates and may be affected by inventory, carriers, weather, vendor capacity and postal operations.
• Custom printed and personalized products generally cannot be returned or refunded after production begins unless defective beyond reasonable industry tolerances.
• The client is responsible for the accuracy and lawful use of mailing lists, addresses, recipient data and campaign content.
• Postage, freight, rush charges, reshipment and address correction costs may be charged separately.

Platform Rules, Accounts and Media Spend

Advertising, social media, search, email, hosting, payment, CRM and other technology services may rely on platforms controlled by third parties. Those platforms have separate terms, policies, review systems and technical requirements.

• We do not control platform approvals, suspensions, algorithm changes, account restrictions, delivery, outages or policy enforcement.
• Advertising accounts may require client verification, payment methods, identity documents or direct acceptance of platform terms.
• Media spend is separate from management and creative fees unless expressly included.
• Unused media funds, credits and refunds are subject to platform and processor rules.
• The client remains responsible for the legality and substantiation of claims, offers, products and targeting instructions.

Client Materials, Working Files and Final Deliverables

Each party retains ownership of intellectual property it owned before the engagement. The client retains ownership of client supplied trademarks, content and materials.

Unless a written agreement states otherwise, Hyped Up Media retains ownership of proposals, concepts, strategy, methods, templates, software, code libraries, source files, working files, production systems, unused concepts and preexisting materials.

Upon full payment, the client receives the ownership or usage rights expressly described in the applicable agreement for final approved deliverables. Third party fonts, music, stock media, software, plugins, templates and licensed assets remain subject to their original licenses.

No rights are transferred until all related invoices and approved expenses are paid in full.

Showing the Work We Create

Unless the parties agree otherwise in writing, Hyped Up Media may identify the client and display completed, publicly released work in portfolios, case studies, award submissions, presentations, social media and marketing materials.

We will not knowingly disclose confidential information in doing so. A client may request reasonable written restrictions before public release of the work.

Protecting Nonpublic Business Information

Each party may receive confidential business, technical, financial or strategic information from the other. Each party agrees to use reasonable care to protect confidential information and to use it only for the engagement.

Confidential information does not include information that is public through no breach, already lawfully known, independently developed, lawfully received from another source or required to be disclosed by law.

Committed Time, Production Costs and Earned Fees

Cancellation and refund terms may be further described in the applicable proposal or agreement. Unless that agreement states otherwise:

• Fees for work already performed are earned and nonrefundable.
• Deposits may be applied to reserved time, planning, setup, strategy, vendor commitments and production preparation.
• Third party charges, media spend, printing, postage, licenses, talent, locations and custom production costs are nonrefundable once committed.
• Rescheduled production dates may incur fees when crew, equipment, locations or vendors have been reserved.
• Work may be paused or closed if the client becomes unresponsive for an extended period.

If Hyped Up Media cancels a service without cause before delivering the applicable work, any refund will be limited to prepaid fees for undelivered work, less earned fees and nonrecoverable commitments.

Marketing and Business Outcomes Vary

Hyped Up Media will perform services professionally and in good faith. However, advertising, marketing, fundraising, sales, search rankings, audience growth, lead generation and business performance depend on many factors outside our control.

We do not guarantee any particular number of leads, customers, impressions, sales, revenue, investment, search ranking, media coverage, approval, conversion rate or return on investment unless a specific written guarantee is signed by an authorized representative.

Services Provided Subject to Applicable Law

To the maximum extent permitted by law, the website and services are provided on an “as available” basis. Except for promises expressly stated in a signed agreement, Hyped Up Media disclaims implied warranties, including merchantability, fitness for a particular purpose, noninfringement and uninterrupted availability.

Nothing in these Terms excludes a warranty or right that cannot legally be excluded.

Reasonable Allocation of Risk

To the maximum extent permitted by law, Hyped Up Media will not be liable for indirect, incidental, special, punitive, exemplary or consequential damages, lost profits, lost revenue, lost data, loss of goodwill or business interruption arising from the website or services.

To the maximum extent permitted by law, Hyped Up Media’s aggregate liability arising from a specific engagement will not exceed the fees actually paid to Hyped Up Media for the service giving rise to the claim during the six months preceding the event, or the amount stated in the applicable signed agreement.

These limitations do not apply where prohibited by law.

Claims Based on Client Materials or Conduct

To the extent permitted by law, the client agrees to defend, indemnify and hold harmless Hyped Up Media LLC and its owners, personnel, contractors and service providers from third party claims, damages, liabilities, penalties and reasonable expenses arising from:

• Client supplied content, data, products, services, claims or instructions.
• Alleged infringement or violation caused by materials provided or approved by the client.
• The client’s unlawful, deceptive or unauthorized use of deliverables or services.
• The client’s breach of these Terms or an applicable agreement.

When Services May Be Paused or Ended

Either party may terminate an engagement as permitted by the applicable agreement. Hyped Up Media may suspend or terminate services for nonpayment, unlawful activity, abusive conduct, security concerns, material breach, repeated delays or conduct that creates unreasonable legal, financial or reputational risk.

Upon termination, the client remains responsible for earned fees, approved expenses and noncancelable commitments. Provisions relating to payment, intellectual property, confidentiality, disclaimers, liability, indemnification and dispute resolution survive termination.

Nevada Law

These Terms are governed by the laws of the State of Nevada, without regard to conflict of law principles. Unless a signed agreement provides another process, the parties consent to the state and federal courts located in Clark County, Nevada for disputes arising from these Terms or the services.

Before filing a claim, the parties agree to make a good faith effort to resolve the dispute through direct written communication.

Electronic Communications and Contract Interpretation

• Electronic records, approvals and signatures may be used to form and administer agreements.
• If one provision is unenforceable, the remaining provisions remain in effect to the extent permitted by law.
• A failure to enforce a provision is not a waiver of the right to enforce it later.
• The client may not assign an agreement without written consent. Hyped Up Media may assign an agreement in connection with a business transfer or reorganization.
• Hyped Up Media is an independent contractor and does not create a partnership, employment relationship or joint venture with the client.
• Neither party is responsible for delay caused by events beyond reasonable control, including outages, disasters, labor disruptions, carrier delays, governmental action or vendor failure.
• These Terms, together with applicable signed agreements, proposals and orders, constitute the agreement concerning the covered subject matter.

Future Revisions

We may update these Terms to reflect changes in our services, technology, business practices or legal obligations. The revised Terms will be posted with an updated date.

Changes will apply prospectively unless otherwise stated or required by law. Material changes affecting an active signed engagement will not override that agreement unless accepted by the parties.