Legal
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Sprice Creatives LLC ("Sprice Creatives," "we," "us," or "our"), a Wyoming limited liability company with its principal place of business at 32 N Gould St, Sheridan, WY 82891, USA.
By engaging our services, signing a proposal or service agreement, or making a payment, you agree to be bound by these Terms. If you do not agree, do not engage our services.
Sprice Creatives provides marketing and creative services, which may include brand strategy, digital campaign management, creative production, performance media, growth consulting, and related services (collectively, "Services"). The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate proposal, statement of work, or service agreement ("Project Agreement") executed between the parties.
These Terms apply to all Services and are incorporated by reference into any Project Agreement. In the event of a conflict, the Project Agreement controls.
Fees. All fees are stated in the applicable Project Agreement. We reserve the right to adjust our standard rates; any changes will not affect work already agreed upon in a signed Project Agreement.
Invoicing. Unless otherwise stated in your Project Agreement, invoices are due within fourteen (14) days of the invoice date. Retainer fees and project deposits are due before work commences.
Payment processing. Payments are processed through Stripe, Inc. By submitting a payment, you agree to Stripe's Terms of Service and authorize Stripe to charge the payment method on file for amounts due under your Project Agreement. Sprice Creatives does not store your payment card details; all payment data is handled directly by Stripe in accordance with PCI-DSS standards.
Late payments. Invoices not paid within the due date may incur a late fee of 1.5% per month (or the maximum rate permitted by applicable law, if lower) on the outstanding balance. We reserve the right to suspend Services for overdue accounts.
Taxes. You are responsible for all applicable sales, use, value-added, or similar taxes imposed by any government authority on the Services, unless Sprice Creatives is required to collect such taxes, in which case they will be added to your invoice.
Deposits. Project deposits are non-refundable once work has commenced, as they cover initial scoping, research, and resource allocation.
Cancellation by Client. You may cancel a project by providing written notice. Upon cancellation, you will owe fees for all work completed through the cancellation date, plus any third-party costs already incurred on your behalf (e.g., media spend, licensing fees). Any balance owed after applying prior payments will be invoiced and due within fourteen (14) days.
Cancellation by Sprice Creatives. We reserve the right to terminate a project if you materially breach these Terms or a Project Agreement and fail to cure such breach within ten (10) days of written notice. In such case, fees for completed work remain due.
Refunds. Refunds are issued at our sole discretion for work not yet started. No refunds are provided for delivered work, approved deliverables, or services already rendered.
To enable us to perform the Services effectively, you agree to:
Delays caused by your failure to meet these responsibilities may affect project timelines and do not entitle you to a refund or fee reduction.
Ownership upon payment. Upon receipt of full payment for a project, Sprice Creatives assigns to you all right, title, and interest in the final deliverables created specifically for you under the Project Agreement, excluding any pre-existing materials, tools, frameworks, or third-party assets incorporated therein.
Pre-existing and third-party materials. Sprice Creatives retains ownership of all pre-existing intellectual property, methodologies, tools, and know-how used in providing the Services. Third-party assets (stock imagery, fonts, licensed software, etc.) are subject to their respective license terms, which we will communicate to you.
Portfolio use. Unless you request otherwise in writing, we reserve the right to display your project in our portfolio and use it for promotional purposes after delivery.
Unpaid work. We retain all rights to deliverables until full payment is received.
Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services ("Confidential Information"), and not to disclose it to third parties without prior written consent. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Each party represents and warrants that it has the authority to enter into these Terms and perform its obligations hereunder. You represent that materials you provide to us do not infringe any third-party intellectual property, privacy, or other rights.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN A PROJECT AGREEMENT, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPRICE CREATIVES' TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SPRICE CREATIVES IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL SPRICE CREATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
We do not guarantee specific marketing outcomes, advertising performance, conversion rates, or revenue results. Marketing results depend on many factors outside our control.
You agree to indemnify, defend, and hold harmless Sprice Creatives and its members, officers, employees, and contractors from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your breach of these Terms; (b) materials or content you provided to us; or (c) your violation of any applicable law or third-party rights.
You may not engage our Services for purposes that are unlawful, deceptive, defamatory, harassing, or that infringe third-party rights. We reserve the right to decline or terminate any engagement that we reasonably believe violates this provision.
These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Services that cannot be resolved informally shall be submitted to binding arbitration in Sheridan County, Wyoming, under the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
We may update these Terms from time to time. We will post the revised Terms on our website with an updated "Last updated" date. Continued use of our Services after changes are posted constitutes your acceptance of the revised Terms. Changes do not affect the terms of any Project Agreement already in effect.
Entire agreement. These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties with respect to the Services and supersede all prior discussions, representations, and agreements.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it later.
Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
For questions about these Terms, please contact: