Terms and Conditions
**Effective Date:** [Insert Date]
Welcome to Eledash Media (“we,” “our,” “us”). These Terms and Conditions (“Terms”) govern your access to and use of our website, services, and products. By accessing or using our services, you agree to comply with and be bound by these Terms. If you do not agree with any part of these Terms, you should not use our services.
#### 1. **Definitions**
1.1 **”Client”** refers to any individual or entity that engages with Eledash Media for the provision of services.
1.2 **”Services”** refers to the digital marketing, branding, content creation, strategy development, and other related services offered by Eledash Media.
1.3 **”Website”** refers to our website [Insert Website URL], including all content, features, and services available through it.
1.4 **”User”** refers to anyone who accesses, browses, or uses our website or services.
#### 2. **Acceptance of Terms**
2.1 **Agreement:** By using our services, you agree to be bound by these Terms and our Privacy Policy. If you are using our services on behalf of an organization, you represent that you have the authority to bind the organization to these Terms.
2.2 **Modifications:** We reserve the right to update or modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.
2.3 **Eligibility:** You must be at least 18 years old to use our services. By using our services, you represent and warrant that you meet this age requirement.
#### 3. **Services**
3.1 **Scope of Services:** Eledash Media offers a range of services, including but not limited to brand architecture, content creation, digital marketing, and strategy development. The specific services provided will be outlined in a separate agreement between Eledash Media and the Client.
3.2 **Service Availability:** We strive to ensure that our services are available at all times. However, we do not guarantee that the services will be uninterrupted, timely, or error-free. We reserve the right to modify, suspend, or discontinue any service at any time without notice.
3.3 **Service Agreements:** All services provided by Eledash Media will be subject to the terms and conditions outlined in a formal service agreement between Eledash Media and the Client. This agreement will detail the scope of work, deliverables, timelines, fees, and other relevant terms.
#### 4. **Client Responsibilities**
4.1 **Accurate Information:** Clients must provide accurate and complete information when engaging with Eledash Media. This includes all relevant business, financial, and personal information necessary for the provision of services.
4.2 **Cooperation:** Clients must cooperate with Eledash Media and provide all necessary access, resources, and approvals required for the timely delivery of services.
4.3 **Compliance:** Clients are responsible for ensuring that their use of our services complies with all applicable laws, regulations, and industry standards. Eledash Media is not responsible for any legal or regulatory compliance issues arising from the Client’s use of our services.
4.4 **Content Ownership:** Clients must ensure that any content provided to Eledash Media for use in delivering services is free of third-party intellectual property rights or that proper licenses have been obtained. Eledash Media is not liable for any infringement claims related to content provided by the Client.
#### 5. **Payment Terms**
5.1 **Fees:** Clients agree to pay the fees for services as specified in the service agreement. Fees may be based on a fixed price, hourly rate, or other pricing model as agreed upon.
5.2 **Payment Schedule:** Payments must be made according to the schedule outlined in the service agreement. Invoices will be issued according to the agreed terms, and payment is due within the specified period.
5.3 **Late Payments:** Late payments may be subject to interest charges as specified in the service agreement. Eledash Media reserves the right to suspend or terminate services if payment is not received on time.
5.4 **Taxes:** Clients are responsible for all applicable taxes, levies, and duties imposed by taxing authorities. If Eledash Media is required to collect such taxes, they will be added to the invoice.
5.5 **Refunds:** All fees paid are non-refundable unless otherwise stated in the service agreement. Any exceptions will be addressed on a case-by-case basis.
#### 6. **Intellectual Property**
6.1 **Ownership:** Eledash Media retains all rights, title, and interest in and to all intellectual property created or provided in connection with our services, including but not limited to designs, concepts, strategies, and content. Clients receive a non-exclusive, non-transferable license to use the deliverables for the purposes outlined in the service agreement.
6.2 **Client Materials:** Any materials provided by the Client, including logos, content, and branding elements, remain the property of the Client. The Client grants Eledash Media a limited license to use these materials solely for the purpose of delivering the agreed-upon services.
6.3 **Third-Party Materials:** If Eledash Media uses third-party materials (such as stock images or software) in delivering services, the Client is responsible for complying with the terms of the licenses for those materials. Eledash Media will inform the Client of any such licenses and restrictions.
#### 7. **Confidentiality**
7.1 **Confidential Information:** Both parties agree to treat all non-public, confidential, or proprietary information disclosed by one party to the other as confidential. This includes business plans, financial information, client lists, and any other information that a reasonable person would understand to be confidential.
7.2 **Obligations:** The receiving party agrees not to disclose or use the disclosing party’s confidential information for any purpose other than fulfilling the obligations under the service agreement. The receiving party must take reasonable steps to protect the confidentiality of the information.
7.3 **Exclusions:** Confidential information does not include information that is (a) publicly available, (b) already known to the receiving party before disclosure, (c) independently developed by the receiving party without use of the disclosing party’s information, or (d) required to be disclosed by law or court order.
7.4 **Return of Information:** Upon termination of the service agreement or at the request of the disclosing party, the receiving party must return or destroy all confidential information.
#### 8. **Limitation of Liability**
8.1 **No Warranty:** Eledash Media provides services “as is” and makes no warranties, express or implied, regarding the services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.2 **Limited Liability:** To the maximum extent permitted by law, Eledash Media’s total liability to the Client for any claim arising out of or relating to the services will be limited to the amount paid by the Client for the services in the 12 months preceding the claim.
8.3 **Exclusion of Consequential Damages:** Eledash Media will not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
8.4 **Indemnification:** The Client agrees to indemnify, defend, and hold harmless Eledash Media and its affiliates, officers, employees, and agents from any claims, liabilities, damages, or expenses arising out of the Client’s use of our services, breach of these Terms, or violation of any law or rights of a third party.
#### 9. **Termination**
9.1 **Termination by Eledash Media:** We reserve the right to terminate or suspend services immediately if the Client breaches these Terms, fails to make timely payments, or engages in conduct that we determine, in our sole discretion, is harmful to our business or reputation.
9.2 **Termination by Client:** The Client may terminate the service agreement by providing written notice to Eledash Media, subject to any termination fees or obligations outlined in the service agreement.
9.3 **Effect of Termination:** Upon termination, all licenses granted to the Client will immediately cease, and the Client must return or destroy all proprietary materials and confidential information provided by Eledash Media. Any outstanding fees for services rendered up to the termination date will be immediately due and payable.
#### 10. **Governing Law and Dispute Resolution**
10.1 **Governing Law:** These Terms and the service agreement will be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
10.2 **Dispute Resolution:** Any disputes arising out of or in connection with these Terms or the service agreement will be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, it will be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration will be conducted in [Insert City], India, in English, and the decision of the arbitrator(s) will be final and binding.
10.3 **Jurisdiction:** Subject to the above arbitration clause, the courts of [Insert City], India, will have exclusive jurisdiction over any disputes arising from or related to these Terms or the service agreement.
#### 11. **Miscellaneous**
11.1 **Entire Agreement:** These Terms, along with the service agreement, constitute the entire agreement between the Client and Eledash Media and supersede all prior agreements, understandings, and communications, whether written or oral.
11.2 **Severability:** If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.
11.3 **Waiver:** No waiver of any term or condition will be valid unless in writing and signed by an authorized representative of Eledash Media. The failure of either party to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.
11.4 **Assignment:** The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Eledash Media. Eledash Media may assign or transfer its rights and obligations under these Terms without the Client’s consent.
11.5 **Force Majeure:** Eledash Media will not be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, labor strikes, or disruptions in telecommunications or internet services.
#### 12. **Contact Information**
If you have any questions or concerns about these Terms, please contact us at:
Eledash Media
[Insert Address]
[Insert Phone Number]
[Insert Email Address]