Content Marketing Terms
Acceptance of Terms
This Agreement is between you (“Customer”, “You” or “Your”) and Nautic Studios LLC (“Nautic Studios”, “We”, “Our”, or “Us”), a limited liability company formed and existing under the laws of the State of Florida and with its principle place of business at 1329 Bedford Drive, Suite 2, Melbourne, Florida 32940. Customer desires to retain Nautic Studios as an independent contractor to perform certain services (the “Services”) described more fully in a quote, attached to and made part of this Agreement.
Nautic Studios reserves the right to update these terms at anytime. Modifications will be effective immediately upon being posted to Our website and shall supersede any such prior terms. It is important that Customer review the terms regularly. The most current version of the terms can be viewed by visiting www.nauticstudios.com/content-marketing-terms/. The date changes were last made will be displayed at the bottom of this page.
Customer agrees to compensate Nautic Studios for all Services provided. Nautic Studios may update our pricing at any time and the new pricing shall be effective starting on the next renewal date. Any payment which is not made within thirty (10) days of an invoice date shall be deemed to be overdue. Nautic Studios reserves the right to charge the maximum rate of interest permitted by law on overdue accounts. If collection becomes necessary to satisfy this Agreement, Customer agrees to pay all costs, wages, subpoena service, and attorney fees.
Any service You wish for Us to perform, which is not specified in the quote will be considered an additional service and will require a separate agreement and payment separate from and above that specified in this Agreement.
Assignment of Work
Nautic Studios reserves the right to engage subcontractors to assist in performance of the Services.
We may incorporate third-party components, including stock art, into work created for You. These third-party components must be used in accordance with the terms and conditions set forth by the licensor.
You retain all rights to materials You provide to Us for inclusion in any work. Upon payment in full of all compensation due to Us under this Agreement, We will grant you a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, modify, adapt, publish, translate, create derivative works from any intellectual property created or developed by Us for You under this Agreement and to which We have rights sufficient to grant such a license. Nothing in this section shall modify Your obligation to comply with the license terms of any third-party component.
Reservation of Rights
All rights not expressly granted hereunder are reserved to Nautic Studios.
Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of enforcement of that term or any other term.
ANY WORK FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. NAUTIC STUDIOS SHALL NOT INDEMNIFY CUSTOMER AGAINST INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS. NAUTIC STUDIOS DOES NOT WARRANT THAT THE WORK WILL MEET CUSTOMER’S NEEDS OR BE FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICING.
In the event work created under this Agreement is found to contain infringing material, You shall have no remedy other than the replacement of the infringing material with a noninfringing alternative.
Limitation of Liability
In no event shall Nautic Studios be liable to You for lost profits or special or consequential damages, even if We have been advised of the possibility of such damages.
Our total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Nautic Studios by You under this Agreement or $50, whichever is greater.
You agree to indemnify and hold harmless Nautic Studios against all claims, costs and expenses, including attorney’s fees, due to materials included in any work at Your request and for which You did not have sufficient rights to allow for the use of those materials.
This Agreement shall renew indefinitely until terminated by either Nautic Studios or Customer.
Either party may terminate this Agreement at anytime on thirty (30) days written notice to the other. In the event Nautic Studios chooses to terminate the Agreement without cause prior to the end of a billing period, Customer may request a prorated refund for the number of days left in the billing period.
Nautic Studios may immediately terminate this Agreement for cause and withdraw the Services if Customer has an overdue balance or violates this Agreement.
Customer shall not be eligible for a prorated refund if Customer voluntarily terminates this Agreement or Nautic Studios terminates this Agreement for cause.
In the event Nautic Studios updates this Agreement in a way that is no longer acceptable to Customer, Customer shall have 30 days to object to the changes. Nautic Studios shall have the option to allow customer to continue using the terms under the prior version of this Agreement for the remainder of the billing period. In the event Nautic Studios does not wish to extend the prior terms, Customer may request a prorated refund for the number of days left in the billing period.
Nautic Studios is an independent contractor. Neither Nautic Studios or Our staff is, or shall be deemed, Your employees.
We have the right to perform services for others during the terms of this Agreement and the sole right to control and direct the means, manner and method by which the Services will be performed. The Services may be performed at any location and at such times as We determine appropriate.
Mediation and Arbitration
You agree that You will first attempt to settle any dispute You have with Nautic Studios with respect to this Agreement with the help of a mutually agreed-upon mediator in Brevard County, Florida. Any costs and fees other than attorney fees associated with the mediation shall be shared equally between You and Nautic Studios.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, You agree that the dispute will be settled by binding arbitration in Brevard County, Florida under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
This Agreement constitutes the entire agreement between You and Nautic Studios with respect to performance of the Services and shall supersede all prior understandings or agreements, written or oral.
In the event that any provision of this Agreement is deemed to be unenforceable or invalid by a court of competent jurisdiction, then that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable and in full force and effect.
The laws of the State of Florida will govern this Agreement, as well as any claim that might arise between You and Nautic Studios, without regard to conflict of law provisions. You agree that any judicial proceedings permitted to be brought shall be brought exclusively in the U.S. District Court for the Middle District of Florida or a state court located in Brevard County, Florida and You agree to submit to the personal jurisdiction of such courts for the purposes of litigating all such claims or disputes.
Last Updated: December 21, 2020