Last updated: January 17, 2022

Please read these terms and conditions (“Terms and Conditions”) carefully before accessing and using the services offered by Unravel, a Nevada Limited-Liability Company (“Unravel,” “Agency.” “we,” “us,” or “our”). These Terms and Conditions set forth the legally binding terms and conditions for your (“Client,” “you,” or “your”) use of our services (the “Services”) unless you have executed a separate agreement governing the access and use of the Services. By signing and using our Services, or otherwise accessing any part of the Services, you that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms and Conditions are hereby incorporated by reference into any insertion order (“IO”), order form (“Order Form”), or Statement of Work (“SOW”), which you may enter into with us from time to time, provided that the IO, Order Form, or SOW expressly references these Terms and Conditions and is duly executed by a representative of each party. These Terms and Conditions, each IO, Order Form, and/or SOW (if applicable) and our Privacy Policy (located at unravellabs.com/privacy-policy) (the “Privacy Policy”), form the entire agreement between the parties (the “Agreement”).

  • 1. Point of Contact:  Agency will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Agency to complete its deliverables; ii) attending conference calls or meetings at key intervals with Agency; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at Agency.  Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Agency should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Agency in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf.  As such, Agency will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.
  • 2. Deadlines:  Client is responsible for meeting time deadline(s) associated with Agency’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. Agency is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by Agency.  Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and Agency will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.
  • 3. Content:   Client warrants and agrees that it shall be solely responsible for reviewing the accuracy of all written content provided by Agency in connection with its provision of the deliverables before publication. Client must ensure that the content is factually accurate and not false or misleading. Client warrants and agrees that where it has provided content to Agency, it has the full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights.  All Client-provided content including all pre-existing trademarks and copyright material shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith.
  • 4. Specific Services: If Client has engaged Agency to assist with business name selection, logo creation or slogan creation, please be advised that Agency cannot search trademark or other databases to ensure that the name or mark is not already being used, is/is not available to be trademarked or otherwise provide advice on whether the contemplated name or mark is legally available as Agency cannot provide legal advice to its clients.  Agency has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. A Client’s website may decline in rankings or become deindexed from any search engine or directory at any time at the sole discretion of the search engine or directory.  Due to the competitiveness of some keywords/phrases, ongoing algorithm changes, and other competitive factors, Agency does not guarantee specific rankings or search engine results page positions for any particular keyword, phrase, or search term. Changes to a website, including but not limited to its structure or content, can affect SEO results. Agency is not responsible for changes made to the website by Client or other parties that adversely affect the site’s visibility in search engine results.  Agency will use its best efforts to create content and engage in other efforts to improve Client’s online reputation; however, Client understands that Agency does not have control over third-party platforms, including their rules regarding what can be posted, what can be taken down, and when it can be taken down.
  • 5. Expenses: Client will be notified in advance for pre-approval of any additional expenses that are needed. At Agency’s discretion, Client shall either pay such fees directly to the Agency upon presentation of applicable invoices. Agency shall maintain records of expenses. When and if Agency utilizes a third party source, Agency will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.
  • 6. Time of Payment: The Client shall pay Agency for the work performed hereunder as set forth on the applicable SOW. In no event, will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Agency for media planning and buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW, such as design, branding, digital implementation, hosting, and content distribution and syndication. Each invoice hereunder is due and payable at the onset of campaign. All rights of the Client herein are conditioned on Agency’s receipt of full payment. In addition, Agency may suspend the performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses, or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
  • 7. Ownership:
    • a. Client Content:  Client Content is written or visual content that is provided by Client to Agency for its performance of the deliverables.  Client Content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith.  Client hereby grants to Agency a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely regarding Agency’s performance of the services and the production of the deliverables.
    • b. Third Party Materials:  Client shall not own any third party licensed commercial components or materials that are embedded in the deliverables provided to Client. The owners of these components shall retain ownership of these items in accordance with their Terms and Conditions, licensing agreements, or other applicable agreements. Upon request, Agency shall provide Client with a listing of third-party components used in the deliverables and the source(s) of such components.
    • c. Designs/Written Copy:  Upon completion of the deliverables and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Agency shall assign to Client all ownership rights, including any copyrights, artwork, designs or written copy Agency has created for Client as a part of its deliverables.
    • d. Websites, web, and mobile applications:  Upon completion of the deliverables and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Agency shall assign to Client all ownership rights to the front end design of any website, web, or mobile applications; however, Agency will retain ownership of all custom back-end programming.
  • 8. Approval of Work:
    • Work will not commence until the signed SOW has been received. Within ten business days following receipt of any deliverables, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice.
    • The Client’s written approval of any deliverables, materials, plans, or other Work created or produced by the Agency in the course of the provision of the Services, or any cost estimate will constitute the Agency’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work.
    • The Agency will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
  • 9. Suppliers:
    • Unless otherwise stated in this Agreement or agreed by the parties in writing, the Agency’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as the Agency is able to negotiate with the relevant supplier.
    • The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation. The Agency shall use reasonable efforts to procure best commercial terms for the Client, and on the Client’s written request the Agency shall supply the Client with the relevant terms and conditions.
    • Notwithstanding the above, unless the parties agree to different arrangements in writing, the Agency shall negotiate with any talent or celebrities (if applicable) on behalf of the Client, but the Client shall contract with such suppliers directly in order to derive maximum benefit from the relationship.
  • 10. Legal Clearances and Indemnification:
    • The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees, and agents harmless from and against any and all claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation, or other act or omission of the Client.
  • 11. Confidential Information; Non-Solicitation:
    • Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets, or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information that is public knowledge, was in the recipient’s possession before receipt, or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors, or consultants, or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.
  • 12. Hosting:
    • In addition to all other services set forth herein, Agency may provide the Client with hosting services in accordance with the Hosting terms set forth in the SOW. In consideration of such hosting services, the Client shall pay Agency the Monthly Hosting Fee set forth in the SOW.  Additional hosting and store legal agreements and policies can be found here:  store.unravellabs.com/legal-agreements.
  • 13. Term and Termination:  Unless otherwise specified in the Statement of Work, the SOW between Client and Agency shall be effective as of the date that Client executes the SOW and shall continue in effect through the initial term specified in the SOW. Following the end of the initial term, any monthly or quarterly services in the SOW shall continue for successive periods of one month/one quarter as the case may be unless Client provides 30 days’ notice of intent to cancel prior to the end of the initial term. A Client who has completed the initial term and is now going month to month/quarter to quarter may cancel at any time with 30 days’ notice. If no term is stated in the SOW, the term shall be the later of complete payment of the amounts due under that Agreement or until the contracted services have been completed. Agency may terminate an Agreement prior to the expiration of a term without penalty to Agency or any further obligation to Client where Client: 1) has declared bankruptcy; 2) has failed to timely pay amounts due under the Agreement after being 30 days to cure same;  3) or acts in an unethical, unlawful or abusive manner or is otherwise incompatible with Agency. Notwithstanding the termination of a SOW, these Terms shall survive. Termination by Agency shall not preclude it from pursuing other remedies available to collect unpaid contracted amounts.
  • 14. Payment Terms:  Unless expressly stated otherwise in the Proposal/Service Agreement, the following are Agency’s payment terms.
    • a. Deliverable-based or one-time flat fee projects (including but not limited to website development, video, SEO and social media audits, design, and discovery/branding projects)
      • The total approved project cost will be billed 50% upfront, due at the time of receipt, and 50% billed at the completion of the project(s) or at 30 days, whichever occurs first. 50% upfront payment is not refundable. Any approved ongoing monthly services associated with deliverable-based projects, including project management hours and website hosting, will be billed in advance of each month and are due upon receipt.
    • b. Paid media campaigns
      • Agency will invoice the client for the cost of the media and Agency’s media management fees one month prior to the month in which the media is intended to run. This invoice will be due upon receipt and must be paid prior to campaigns going live. If Agency does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If Agency has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to Agency and/or the advertising/media vendor for payment of same, notwithstanding the existence of any insertion order or contract between Agency and the advertising/media vendor. If an advertising/media vendor seeks payment from Agency for media that Client has not paid Agency for, Client agrees that it will execute any documents requested by Agency and/or the media/advertising vendor to assume liability for payment.
    • c. Monthy, quarterly, or annual fee-based services (including but not limited to website maintenance, website hosting, domain name renewals, monthly SEO or SEM management, email marketing)
      • Agency will invoice monthly, quarterly, or annual fee-based services on the 1st of the month preceding the month, quarter, or year in which services are to be provided. Payments are Net 15.
    • d. Third-party fees
      • Client will be billed for all third party costs, including but not limited to: website plug-ins; stock photography, music, video, and fonts; domain name purchases and renewals; website hosting fees; ESP (email service provider platforms) such as Mailchimp or ConstantContact, CMS (content management system) licenses; social media, SEO or call monitoring platforms; and SMS messaging platforms.  Some providers charge based on the volume of the number of email sends, posts, ads placed, calls made or messages sent. Client will be charged for any overages caused by Client’s exceeding a specified number of sends, posts, ads and the like.
      • Where Agency has purchased licenses from third parties on behalf of Client and Client seeks to terminate the arrangement prior to the expiration of the term required for same, Client shall be responsible for all applicable cancellation fees required from those third parties.
    • f. Other payment information
      • All payments made to Agency shall be in U.S. Dollars in the form of a company check, cashier’s check, or electronic wire transfer.  Payments made by credit card may be subject to a 3% processing fee. Client will pay, reimburse, and/or hold Agency harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Agency’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.
      • If Client fails to pay within 60 days of the date of invoice and/or the payment terms set forth in the Services Agreement, Agency retains the right to stop work and/or suspend services after five (5) days’ written notice (email communication sufficient) until payment is made. Further, Agency shall retain full ownership over the deliverables (whether completed or not) until full payment is received.
  • 15. Indemnity:  Client agrees to indemnify and hold harmless Agency, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Agency’s use of materials (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts), data or information furnished by Client. Such claims may include but are not limited to claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims and claims relating to false or misleading advertising brought by individuals or regulatory bodies. Additionally, Client agrees to indemnify and hold harmless Agency, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, or relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Agency to develop or implement.  For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify Agency for any claims instituted by the third party. Agency does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law.  You warrant that any business ideas, business plans, concepts or innovations that you have presented to Agency and asked Agency to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations. Additionally, Client agrees to indemnify and hold harmless Agency, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of personal injuries to Agency employees resulting from the negligence or misconduct of Client or its employees.
  • 16. Limitation of Liability: IN NO EVENT SHALL AGENCY BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH AGENCY’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AGENCY EXCEED ANY COMPENSATION PAID BY YOU TO AGENCY FOR ITS PRODUCTS OR SERVICES.  Agency shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.
  • 17. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Agency strives to exceed Client expectations, however, since marketing results can be influenced by various external forces outside of Agency’s control, Agency cannot guarantee specific results or return on investment. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Service Agreement were custom web application development, Agency does warrant that any programming code developed by Agency as part of its deliverables shall be free of ‘bugs’ for 30 days after the go-live date. For purposes of this paragraph, ‘bugs’ are defined as programming errors that make the application unable to function in a manner defined by the Service Agreement and does not include upgrades or enhancements to the functionality or graphic design changes. Further, Agency shall have no responsibility to fix any ‘bugs’ that arise after the go-live date where: 1) the Client or Client’s designees have gone into the back-end code and made changes, or 2) a third party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go-live date. By way of example, if a web application contains a third-party content management system, such as WordPress, and changes to that system result in the inability of the Agency code to properly interact with the system, Agency shall not be responsible for fixing same. Additional programming work may be requested by Client under a separate contract at the current billing rates.  Unless otherwise specifically noted in the Service Agreement, Agency does not warrant that any deliverables, including but not limited to websites, created for Client are accessible, Section 508 or ADA-compliant. The development of an accessible website must be specifically agreed to in the Service Agreement. Agency has a qualified team of QA testers that test the site across the two most recent versions of popular browsers including Internet Explorer (Edge), Firefox, Chrome, and Safari. IE11 is supported only upon request and may include additional development hours.
  • 18. Governing Law/Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Reno, Nevada.
  • 19. Miscellaneous: If any portion of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement.  The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement.  Notwithstanding the foregoing, to the extent that Agency and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.