Terms & Conditions

Overview

These Terms and Conditions (the “Terms”) form a binding legal agreement between DBJK Marketing, LLC, a Texas limited liability company doing business as Aurvana Creative Group (“Aurvana,” “we,” “us,” or “our”), and you, the individual or entity engaging our services (“Client,” “you,” or “your”). By accessing aurvanacreative.com, requesting a proposal, signing a Statement of Work (“SOW”), submitting payment, or otherwise engaging Aurvana, you acknowledge that you have read, understood, and agreed to be bound by these Terms in their entirety.

If you do not agree to these Terms, you may not use our services or our website. These Terms apply nationwide to all clients regardless of the state in which the Client is located or operates.

01Services

Aurvana is a full-service creative agency. The services we provide (collectively, the “Services”) include, but are not limited to:

• Brand strategy, identity design, and visual systems
• Website design, development, hosting, and maintenance across WordPress, Webflow, Shopify, Wix, and Squarespace
• Graphic design, copywriting, and creative direction
• Digital marketing, paid media, and search engine optimization (SEO)
• Social media management and content production
• Photography, videography, and post-production
• Influencer and content creator scouting, coordination, and campaign management
• Affiliate program setup, coordination, and support
• Review and reputation management

The specific Services, deliverables, timeline, fees, and any service-specific terms applicable to your engagement will be defined in a written Statement of Work, proposal, or order form (each, an “SOW”) signed or otherwise affirmatively accepted by both parties. In the event of a conflict between these Terms and a signed SOW, the SOW controls solely as to the matter in conflict.

02Engagement Types, Fees, and Payment

2.1 Engagement Types

Aurvana offers two primary engagement structures, each governed by its own payment schedule:

• Month-to-month retainers. Ongoing service engagements (including but not limited to social media management, SEO, content production, paid media management, influencer program coordination, and continuing creative support) are billed on a recurring monthly basis. The retainer fee for the upcoming month is due in advance and is non-refundable once that month’s billing cycle has begun. Retainers automatically renew each month until cancelled in accordance with Section 11 of these Terms.
• Single-project contracts. Discrete, scope-defined engagements (such as a brand identity, website build, campaign launch, or production project) are governed by the SOW for that project. Payment terms for single-project contracts are as follows:

• Projects with a total contract value of five thousand U.S. dollars ($5,000.00) or less are due in full at the time of signing the SOW and are non-refundable once work has commenced.
• Projects with a total contract value greater than five thousand U.S. dollars ($5,000.00) are billed in two installments: fifty percent (50%) due at the time of signing as a non-refundable deposit, and the remaining fifty percent (50%) due upon project completion and prior to release of final deliverables.

Specific fees, milestones, and any custom payment schedules deviating from the above will be detailed in the applicable SOW. The signed SOW, together with these Terms, constitutes the complete agreement for that engagement.

2.2 Payment Method and Timing

All fees are quoted and payable in U.S. dollars. We accept payment by credit card, ACH transfer, or other methods specified in your SOW. Final invoices are due upon receipt unless otherwise stated in writing. Invoices for monthly retainers are due upon issuance and no later than the first business day of the billing month.

2.3 Late Payment, Interest, and Suspension

Payments not received within ten (10) calendar days of the due date are considered past due. Past-due balances accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Texas law, whichever is lower. Aurvana reserves the right to pause, suspend, or fully halt all work, withhold deliverables, deactivate hosted services or accounts, and remove the Client from active project queues until all past-due amounts (including accrued interest and any collection costs) are paid in full. Resumption of work after suspension may be subject to a reactivation fee and re-prioritization at Aurvana’s discretion.

2.4 Reimbursable Expenses

Additional out-of-pocket expenses incurred on behalf of the Client (including but not limited to stock media licenses, third-party software subscriptions, premium fonts, hosting upgrades, paid advertising spend, influencer and creator fees, talent fees, location fees, travel, and printing) are the responsibility of the Client and must be reimbursed within thirty (30) days of the expense being reported and documented.

2.5 Chargebacks

Clients agree not to initiate credit card chargebacks or payment reversals for services rendered. In the event of a billing dispute, the Client agrees to first contact Aurvana in writing to attempt resolution. Any chargeback initiated without first exhausting good-faith resolution efforts shall be deemed a material breach of these Terms, and the Client agrees to reimburse Aurvana for the disputed amount plus all associated fees, legal costs, and attorneys’ fees incurred in responding to such chargeback.

03Client Responsibilities and Cooperation

The quality and timeliness of our work depend on the Client’s engagement. The Client agrees to:

• Provide accurate, complete, and timely information, content, materials, brand assets, access credentials, and approvals reasonably required for Aurvana to perform the Services.
• Designate a primary point of contact authorized to make decisions, approve deliverables, and bind the Client to scope and budget commitments.
• Review and respond to deliverables, drafts, and requests for feedback within the timeframes specified in the SOW, or within five (5) business days where no timeframe is specified.
• Comply with all applicable laws, regulations, professional licensing requirements, and platform terms of service in connection with content the Client supplies or directs Aurvana to publish.
• Warrant that all materials supplied to Aurvana by the Client are owned by the Client or properly licensed, and do not infringe upon the intellectual property, privacy, publicity, or other rights of any third party.

Failure to provide timely feedback, approvals, or materials may result in project delays, schedule re-sequencing, expiration of approval windows (deliverables deemed accepted), and additional fees. Aurvana is not responsible for delays, cost overruns, or missed launches caused by Client inaction or by inaccurate, incomplete, or late-supplied materials.

04Intellectual Property

4.1 Final Deliverables

Upon Aurvana’s receipt of all fees due under the applicable SOW, the Client shall own all rights, title, and interest in the final deliverables specifically created for the Client and identified as such in the SOW, excluding the Aurvana Materials defined below. Until final payment is received in full, all deliverables, drafts, source files, and works in progress remain the sole and exclusive property of Aurvana, and the Client has no right to use, reproduce, publish, or distribute them.

4.2 Aurvana Materials

Aurvana retains all rights, title, and interest in: (a) its pre-existing intellectual property, methodologies, processes, frameworks, templates, design systems, and proprietary tools; (b) third-party assets licensed by Aurvana (including stock media, fonts, plugins, and software); (c) source code, design files, and working files unless explicitly transferred in the SOW; and (d) any general know-how, techniques, or learnings derived from the engagement (collectively, “Aurvana Materials”). The Client receives a non-exclusive, non-transferable license to use any Aurvana Materials incorporated into the final deliverables solely as part of those deliverables and solely for the Client’s intended business purposes.

4.3 Portfolio and Promotional Use

The Client grants Aurvana a perpetual, worldwide, royalty-free license to display, reproduce, and promote the work created under the engagement in Aurvana’s portfolio, case studies, website, social media, award submissions, pitch decks, and other promotional materials. Aurvana may reference the Client’s name and use the Client’s logo for these purposes. The Client may request in writing that specific deliverables be excluded from public display; such requests will be honored on a reasonable basis.

4.4 Concepts Not Selected

All preliminary concepts, alternative directions, and unselected designs produced during the engagement remain the exclusive property of Aurvana and may be repurposed, modified, or used in other engagements at Aurvana’s sole discretion.

4.5 Third-Party Platforms and Services

Many deliverables rely on third-party platforms, software, plugins, hosting providers, and services (including but not limited to WordPress, Webflow, Shopify, Wix, Squarespace, Google, Meta, TikTok, and analytics tools). The Client is responsible for maintaining its own accounts, subscriptions, licenses, and compliance with each third party’s terms of service. Aurvana is not responsible for the availability, performance, pricing changes, feature changes, deprecation, or terms of service of any third-party platform or service.

05Confidentiality

Each party may receive non-public business, financial, technical, strategic, or creative information from the other (“Confidential Information”). Each party agrees to: (a) use the other party’s Confidential Information only for purposes of performing under or benefiting from this agreement; (b) protect it with the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care; and (c) not disclose it to any third party without the disclosing party’s prior written consent, except to employees, contractors, and advisors with a need to know and bound by confidentiality obligations no less protective than these. Confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets, which remain protected for so long as they qualify as such under applicable law.

06Warranties and Disclaimers

Aurvana warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Beyond this express warranty, the Client expressly acknowledges and agrees to the following:

ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AURVANA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED SERVICE, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.

Aurvana does not warrant or guarantee specific outcomes, results, traffic levels, conversion rates, search engine rankings, lead volumes, sales, revenue increases, advertising performance, influencer reach or engagement, affiliate revenue, or return on investment. Marketing, design, and digital outcomes are inherently variable and dependent on numerous factors outside Aurvana’s control, including market conditions, competitor activity, platform algorithm changes, Client business decisions, and Client execution. No statement by any Aurvana representative, whether oral or written, shall create any warranty not expressly stated in these Terms.

07Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AURVANA, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, REGULATORY FINES OR PENALTIES IMPOSED ON THE CLIENT, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF AURVANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AURVANA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY DELIVERABLES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO AURVANA FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability; in such jurisdictions, Aurvana’s liability is limited to the maximum extent permitted by law.

08Indemnification

THE CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS AURVANA, DBJK MARKETING, LLC, AND THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO:

• Any content, materials, brand assets, trademarks, copy, claims, photographs, before-and-after imagery, testimonials, reviews, data, or instructions provided by the Client or third parties on the Client’s behalf;
• The Client’s breach of these Terms or any SOW;
• The Client’s violation of any law, regulation, professional licensing requirement, advertising standard, or third-party right (including intellectual property, privacy, publicity, defamation, false advertising, FTC endorsement and review rules, state medical or dental board rules, state bar rules, consumer protection laws, HIPAA, TCPA, CAN-SPAM, GDPR, and similar laws);
• The Client’s use, distribution, publication, or modification of any deliverable after delivery;
• Claims arising from products, services, treatments, procedures, or substances the Client sells, markets, performs, or recommends, including any regulated industry in which the Client operates;
• Patient, customer, or consumer claims arising from the Client’s services or products marketed through Aurvana-produced content;
• Influencer, affiliate, content creator, or other endorser conduct on or in connection with campaigns directed, approved, or paid for by the Client; and
• Any negligent or wrongful act, omission, or misrepresentation of the Client or its agents.

Aurvana reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which case the Client agrees to cooperate fully in such defense.

09Regulated Industries, Compliance, and Content

Aurvana serves clients in industries that are subject to professional licensing, advertising rules, medical board regulations, consumer protection laws, and platform-specific content policies, including but not limited to health and wellness, medical spas and aesthetics, dental practices, law firms, financial services, restaurants, food and beverage, and home improvement contractors. The following provisions apply to all Clients and govern compliance responsibility between the parties.

9.1 Client Is the Subject-Matter Expert

The Client is the licensed professional, regulated business, or subject-matter authority. The Client is solely responsible for: (a) maintaining all required licenses, registrations, certifications, and insurance; (b) determining what content, claims, treatments, services, or products may lawfully be advertised and how; (c) reviewing and approving all advertising copy, imagery, claims, disclosures, and disclaimers before publication; and (d) ensuring that all Client-supplied information is accurate, current, complete, and lawful. Aurvana relies on the Client’s representations and approvals and is not engaged as the Client’s legal, medical, dental, financial, or regulatory advisor.

9.2 Substantiation of Claims

The Client warrants that, prior to approving the publication of any factual, performance, efficacy, comparative, scientific, health, or results-based claim (including but not limited to claims regarding treatment outcomes, ingredient effects, weight loss, anti-aging effects, financial results, case outcomes, food sourcing, ingredient origin, or product performance), the Client possesses competent and reliable scientific or factual substantiation for that claim. Aurvana may, at its discretion, request substantiation documentation before publishing such claims and may refuse to publish any claim it believes to be unsubstantiated, misleading, or unlawful.

9.3 Health, Medical, and Aesthetic Clients

For Clients in the health, wellness, medical spa, aesthetic, dental, or related industries, the Client expressly agrees:

• All advertising must comply with the Client’s state medical board, dental board, nursing board, pharmacy board, FDA labeling and advertising rules, FTC rules, and any other applicable regulatory body.
• Required supervision, licensing, and provider-credential disclosures (such as “performed under the supervision of a Medical Director”) are the Client’s responsibility to identify and approve.
• Off-label, unapproved-use, or unsubstantiated health, drug, or device claims will not be made or implied. The Client will not direct Aurvana to publish such claims and will flag any draft that contains them.
• No statement of guaranteed results, cure, or specific outcome will be made. “Results vary” and similar disclaimers must be included where required.
• Before-and-after imagery, patient photographs, and patient testimonials may only be supplied to Aurvana if accompanied by signed, written, HIPAA-compliant patient consent and release authorizing use in the specific channels and durations contemplated. The Client warrants that such consents are valid, current, and on file with the Client.
• The Client is solely responsible for ensuring that all advertising avoids shaming, fear-based, or discriminatory language and complies with applicable accessibility standards.

9.4 HIPAA and Patient Information

Aurvana is not a HIPAA Business Associate and does not, as part of the Services, accept, request, or process Protected Health Information (“PHI”) within the meaning of the Health Insurance Portability and Accountability Act of 1996, as amended. The Client agrees not to transmit PHI to Aurvana through any channel (email, shared drives, project management tools, design files, or otherwise). Any imagery, identifiers, or information supplied to Aurvana shall be either (a) fully de-identified in accordance with HIPAA, or (b) supplied with signed patient release authorizing the specific use, with such releases retained by the Client. If the Client wishes to engage Aurvana for work that requires a Business Associate Agreement, a separate written BAA must be executed prior to any such work; absent such an executed BAA, Aurvana is not a Business Associate and assumes no HIPAA obligations or liability.

9.5 Legal, Financial, and Other Regulated Professions

For Clients regulated by state bar associations, financial regulators (including FINRA, the SEC, state securities commissioners, and similar bodies), insurance regulators, or other professional licensing authorities, the Client is solely responsible for: bar-required disclaimers, attorney-advertising rules, no-guarantee-of-outcome statements, fiduciary disclosures, suitability standards, required regulatory legends, and pre-publication compliance review. Aurvana’s role is creative production and execution, not regulatory review.

9.6 Food, Restaurant, and Beverage Clients

Clients in food, beverage, or restaurant industries are responsible for accuracy of menu, allergen, ingredient, nutritional, sourcing, alcohol-content, and pricing information; for compliance with health department and local food-safety rules; and for any alcohol-advertising restrictions applicable to their license type.

9.7 Right to Refuse Work

Aurvana reserves the right to decline, modify, or refuse to publish any content, claim, image, or campaign element that, in Aurvana’s sole judgment, is or may be unlawful, misleading, deceptive, unsubstantiated, inconsistent with platform policies, harmful to vulnerable groups, or inconsistent with Aurvana’s professional standards. Such refusal is not a breach of these Terms or any SOW, and the Client remains responsible for all fees through the date of refusal.

10Influencers, Affiliates, Content Creators, and Reviews

Where Aurvana scouts, sources, coordinates, manages, or pays influencers, content creators, affiliates, ambassadors, or other endorsers (collectively, “Endorsers”) on the Client’s behalf, or where the Client engages Endorsers directly with Aurvana’s involvement, the following provisions apply in addition to the general indemnification and warranty provisions above.

10.1 FTC and Endorsement Compliance

The Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials (16 CFR Part 255) and related rules impose disclosure, substantiation, and truth-in-advertising obligations on advertisers, endorsers, and intermediaries. The Client acknowledges and agrees:

• All material connections between the Client (or any party acting on the Client’s behalf) and an Endorser must be clearly and conspicuously disclosed in every piece of Endorser content, in a manner reasonably likely to be noticed and understood by consumers.
• Hashtag-only disclosures, platform-built-in tools alone, or vague abbreviations may not be sufficient under current FTC guidance.
• Endorsers may only make claims that reflect their genuine, honest opinion and personal experience; fake reviews, paid positive reviews without disclosure, suppression of negative reviews, incentivized reviews without disclosure, and AI-generated reviews presented as authentic are prohibited.
• The Client, as the advertiser, bears primary responsibility for ensuring Endorser compliance, including providing Endorsers with disclosure requirements, monitoring their content, and taking corrective action against noncompliance.

10.2 Aurvana’s Role

Where Aurvana facilitates Endorser relationships, Aurvana’s role is creative coordination, talent sourcing, briefing, content review for brand alignment, and campaign execution. Aurvana is not the legal advertiser, is not the principal in the Endorser relationship, and does not assume the Client’s advertiser-side regulatory obligations. The Client remains the advertiser and the party responsible for FTC compliance. Aurvana will use commercially reasonable efforts to brief Endorsers on disclosure requirements at the outset of a campaign, but the Client retains ultimate responsibility for monitoring, enforcement, and remediation.

10.3 Endorser Agreements

All Endorsers engaged in connection with the Client’s campaigns will be required to sign a written agreement that includes, at minimum: clear scope and deliverables, disclosure obligations consistent with the FTC Endorsement Guides, content-rights language, content-approval workflow, payment terms, and termination rights. The Client agrees not to bypass or modify these Endorser agreements without Aurvana’s prior written consent where Aurvana is the contracting or paying party.

10.4 Affiliate Programs

Where Aurvana sets up or supports an affiliate, ambassador, or referral program for the Client, the Client is the merchant of record, the obligor on all affiliate commissions and payouts, and the legal sponsor of the program. Aurvana acts as program administrator and creative support; Aurvana is not responsible for the calculation accuracy, timely payment, tax reporting, or legal compliance of affiliate payouts, nor for affiliate conduct outside of Aurvana’s reasonable supervision. The Client will indemnify Aurvana for any claims by affiliates, including claims for unpaid commissions, misclassification, or program changes.

10.5 Reviews, Testimonials, and Reputation

Where Aurvana provides review-management, reputation-management, or testimonial-collection services, the Client agrees that:

• Only genuine reviews and testimonials from real customers reflecting their honest experience will be solicited, displayed, or amplified.
• No fake reviews, no incentivized reviews lacking disclosure, no paid positive reviews lacking disclosure, no review-suppression of legitimate negative reviews, no review-gating to filter out negative reviews from public posting, and no fabricated testimonials will be requested, created, or published.
• Any incentive offered for a review (discount, gift, entry in a drawing) must be disclosed in the reviewer-facing solicitation and in any displayed review.
• The Client warrants that it owns or has obtained written rights to use any testimonial, name, likeness, photograph, or quote it supplies for publication.
• The Client is solely responsible for responses, public replies, and dispute escalation regarding reviews of the Client’s business; Aurvana may draft responses but the Client approves and is responsible for publication.

10.6 Endorser Misconduct

Aurvana is not liable for the personal conduct, off-platform statements, off-brief content, late delivery, non-delivery, defamatory speech, or post-campaign behavior of any Endorser. Where an Endorser breaches their agreement, Aurvana’s remedies are limited to terminating the Endorser engagement, withholding unpaid Endorser fees to the extent contractually permitted, and pursuing claims against the Endorser. The Client is not entitled to a refund of Aurvana’s fees on account of Endorser misconduct, except as expressly stated in the Aurvana Refund & Cancellation Policy.

11Term, Termination, and Non-Solicitation

11.1 Term

These Terms remain in effect for as long as the Client engages Aurvana under any active SOW or maintains any active account, subscription, or hosted service with Aurvana.

11.2 Termination for Convenience: Month-to-Month Retainers

Either party may terminate a month-to-month retainer for any reason upon thirty (30) days’ written notice. The current month’s retainer fee is non-refundable, and the Client remains responsible for payment of the retainer fee for the thirty (30) day notice period regardless of whether Services are actively used during that period. Termination notice must be sent to the email address designated in the SOW or to billing@aurvanacreative.com.

11.3 Termination of Single-Project Contracts

Single-project contracts may not be terminated for convenience after work has commenced. The non-refundable deposit (or full project fee, for projects of $5,000 or less) is forfeited upon cancellation. If the Client cancels a single-project engagement valued above $5,000 after work has commenced but before completion, the Client shall remain liable for all work performed and expenses incurred through the date of termination, prorated against the total contract value, with the non-refundable deposit credited against that amount.

11.4 Termination for Cause

Either party may terminate any engagement immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within ten (10) days of receiving written notice of the breach (or immediately, in cases of non-payment, misappropriation, or violation of intellectual property, confidentiality, or compliance obligations under Sections 9 or 10). Aurvana may terminate immediately and without refund if the Client engages in abusive conduct toward Aurvana personnel, requests illegal or unethical work, requests work that violates Sections 9 or 10, fails to make timely payment, or otherwise materially violates these Terms.

11.5 Effect of Termination

Upon termination: (a) the Client shall pay all fees due through the effective date of termination, including any reimbursable expenses; (b) Aurvana’s license to use the work in its portfolio survives; (c) provisions intended to survive termination (including intellectual property, confidentiality, indemnification, limitation of liability, regulated-industry compliance, endorser compliance, non-solicitation, governing law, and dispute resolution) shall remain in full force and effect; and (d) the Client shall not be entitled to any source files, working files, or unreleased deliverables unless and until all outstanding fees are paid in full.

11.6 Non-Solicitation of Personnel and Endorsers

During the term of any engagement and for a period of one (1) year following its termination, the Client agrees not to directly or indirectly solicit for hire, offer employment to, engage as a contractor, or directly contract with any employee, contractor, subcontractor, or Endorser of Aurvana sourced through or introduced by Aurvana, without Aurvana’s prior written consent. Breach of this clause causes substantial harm to Aurvana that is difficult to quantify; accordingly, the Client agrees to pay Aurvana liquidated damages equal to one hundred percent (100%) of the individual’s annual compensation or, for Endorsers, three (3) times the most recent campaign fee paid to that Endorser, whichever applies, in addition to any other remedies available at law or in equity.

12Force Majeure

Aurvana shall not be liable for any delay, suspension, or failure to perform under these Terms or any SOW where such delay or failure is caused by events beyond its reasonable control, including but not limited to: acts of God; natural disasters; severe weather; fire; flood; epidemic, pandemic, or public health emergencies; war, terrorism, civil unrest, or government action; labor disputes or strikes; widespread internet, telecommunications, or utility outages; supply chain failures; cyberattacks; outages, deprecations, or material changes by third-party platforms, hosting providers, or software vendors; Endorser non-performance, cancellation, or unavailability; or any other event of force majeure. Aurvana will make commercially reasonable efforts to resume performance as soon as practicable.

13Website Use and User Content

The aurvanacreative.com website and its content (including text, graphics, logos, design, code, images, video, and the Aurvana name, wordmark, and “av” ligature monogram) are the property of Aurvana and are protected by U.S. and international copyright, trademark, and other intellectual property laws. You may not copy, reproduce, scrape, republish, sell, license, or create derivative works from any portion of the website without Aurvana’s prior written consent.

You agree not to: (a) use the website for any unlawful purpose; (b) attempt to gain unauthorized access to any portion of the website, servers, or systems; (c) introduce malware, viruses, or harmful code; (d) interfere with the website’s functionality or security; or (e) use automated means (bots, scrapers, crawlers) to collect data from the website. Aurvana reserves the right to deny access, block users, and pursue legal remedies for violations.

Any feedback, suggestions, ideas, or testimonials you provide to Aurvana may be used by Aurvana without obligation, attribution, or compensation.

14Privacy and Data

Aurvana’s collection, use, and protection of personal information are governed by the Aurvana Privacy Policy, available at aurvanacreative.com, which is incorporated into these Terms by reference. Client data provided to Aurvana in connection with the Services will be used solely for the purposes outlined in the applicable SOW and these Terms and will not be sold or shared with third parties except as required to perform the Services, comply with law, or with the Client’s consent. PHI is governed separately by Section 9.4.

15Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any SOW are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Mandatory Mediation

Before initiating any litigation, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or related to these Terms or any SOW through confidential, non-binding mediation administered in Collin County, Texas, by a single mediator mutually agreed upon by the parties. The parties shall share equally the mediator’s fees and administrative costs; each party bears its own attorneys’ fees and expenses during mediation. Mediation must be initiated within sixty (60) days of written notice of the dispute and must be concluded within ninety (90) days unless extended by mutual written agreement.

15.3 Exclusive Venue and Jurisdiction

IF MEDIATION DOES NOT RESOLVE THE DISPUTE, THE PARTIES AGREE THAT ANY AND ALL LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS, ANY SOW, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN COLLIN COUNTY, TEXAS. THE PARTIES IRREVOCABLY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION BASED ON INCONVENIENT FORUM, LACK OF PERSONAL JURISDICTION, OR IMPROPER VENUE.

15.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS, ANY SOW, OR THE RELATIONSHIP BETWEEN THE PARTIES. THIS WAIVER APPLIES TO ANY ACTION, COUNTERCLAIM, OR OTHER PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.

15.5 Equitable Relief

Notwithstanding the foregoing, either party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or non-solicitation rights without first engaging in mediation.

15.6 Attorneys’ Fees

In any action or proceeding arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, expert fees, and other expenses incurred, in addition to any other relief to which it may be entitled.

15.7 Statute of Limitations

Any claim or cause of action arising out of or related to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, or such claim is permanently barred, except where prohibited by law.

16General Provisions

• Entire agreement. These Terms, together with each signed SOW and any policies incorporated by reference (including the Refund & Cancellation Policy and Privacy Policy), constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, proposals, communications, or representations, whether oral or written.
• Amendments. Aurvana reserves the right to modify these Terms at any time. Updated Terms will be posted at aurvanacreative.com with a revised effective date. Continued use of the Services or website after such posting constitutes acceptance of the updated Terms. Material changes affecting an active SOW will be communicated in writing to the Client.
• Assignment. The Client may not assign or transfer these Terms or any SOW without Aurvana’s prior written consent. Aurvana may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship.
• Subcontractors. Aurvana may engage qualified subcontractors, third-party vendors, and Endorsers to perform portions of the Services. Aurvana remains responsible for the work performed by its subcontractors, subject to the limitations of Sections 7 and 10.
• Notices. Notices under these Terms must be in writing and sent to the email or address designated in the SOW, or to Niky@plunksmith.com. Notices are deemed given upon delivery confirmation (for email) or three business days after mailing (for postal mail).
• Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent.
• No waiver. No waiver of any provision shall be effective unless in writing, and no waiver shall constitute a waiver of any subsequent breach.
• Counterparts and electronic signatures. These Terms and any SOW may be executed in counterparts and by electronic signature, each of which is deemed an original.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Survival. Any provision that by its nature should survive termination (including Sections 4, 5, 6, 7, 8, 9, 10, 11.6, 15, and 16) shall so survive.