TERMS AND CONDITIONS

ICONIX Digital Marketing Services

Effective Date: [DATE] Last Updated: [DATE]

1. DEFINITIONS

"Company" means ICONIX Digital Marketing Services and its affiliates, employees, contractors, and agents.

"Client" means the individual or entity engaging Company's services.

"Services" means all digital marketing, social media management, content creation, and related services provided by Company.

"Content" means all creative materials including but not limited to graphics, videos, reels, images, text, audio, and promotional materials created by Company.

"Agreement" means these Terms and Conditions together with any service agreements, proposals, or statements of work.

2. ACCEPTANCE OF TERMS

By engaging Company's services, signing a contract, or making payment, Client agrees to be bound by these Terms and Conditions. If Client does not agree to these terms, Client must not use Company's services.

3. SERVICES PROVIDED

3.1 Social Media Management (SMM)

Content creation and curation
Account management and posting
Basic community engagement
Performance monitoring and reporting (where included)

3.2 Content Creation

Graphic design
Video production and editing
Copywriting
Brand asset development

3.3 Digital Marketing Consultation

Strategy development
Brand positioning
Marketing planning

3.4 Performance Marketing

Performance marketing services (sales-driven campaigns) are offered separately and require:

Separate proposal and agreement
Additional budget allocation
Specialized team assignment
Custom pricing structure

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Company-Created Content

All Content created by Company remains Company's intellectual property unless explicitly transferred in writing
Client receives a limited, non-exclusive, non-transferable license to use Content solely for the agreed business purposes during the active service period
This license terminates upon contract expiration unless renewed or separately purchased

4.2 Client-Provided Materials

Client warrants they own or have proper licenses for all materials provided to Company
Client grants Company a limited license to use provided materials solely for delivering contracted services
Client retains ownership of their original materials

4.3 Work-for-Hire Exception

If specifically agreed in writing as "work-for-hire," Client may receive full ownership rights upon full payment
Such arrangements require separate written agreements and additional fees

4.4 Raw Files and Source Materials

Raw files (PSD, AI, video source files) remain Company property
Access to raw files requires separate purchase agreement
Pricing for raw files will be quoted separately upon request

5. USAGE RESTRICTIONS

5.1 Prohibited Uses

Client may not:

Resell, redistribute, or sublicense Company-created Content
Modify Content without written permission
Use Content beyond the active service period without separate agreement
Remove Company's watermarks or attribution without permission
Use Content for illegal, defamatory, or harmful purposes

5.2 Post-Contract Usage

Upon service termination, Client must cease using all Company-created Content
Continued usage requires purchasing a "Content License Extension"
Pricing: Content usage rights typically cost 300% of monthly service fee for equivalent content volume

6. COPYRIGHT AND IMAGE COMPLIANCE

6.1 Image Sourcing Responsibility

Client-Provided Images: Client warrants full legal rights to all provided images
Stock Images: Company recommends licensed stock images; Client assumes responsibility if declining professional stock licensing
Internet-Sourced Images: Client acknowledges copyright risks when requesting non-licensed images from internet sources

6.2 Copyright Indemnification

Client agrees to indemnify, defend, and hold harmless Company from all claims, damages, costs, and attorney fees arising from:

Use of Client-provided materials
Client's insistence on using copyrighted materials
Client's request to replicate competitor content
Any copyright infringement claims related to approved Client materials

6.3 Professional Photography Recommendation

Company strongly recommends professional photography for authentic brand representation. Stock images, while useful, cannot fully capture Client's unique brand essence, products, or service atmosphere.

7. PAYMENT TERMS

7.1 Fees and Billing

Services are billed monthly in advance
Payment is due within 15 days of invoice date
Late payments incur 12% monthly penalty (144% annually)
All fees are non-refundable unless specifically stated

7.2 Payment Methods

Bank transfer, UPI, credit card, or other approved methods
Currency: Indian Rupees (₹) unless otherwise specified
Additional charges may apply for international transactions

7.3 Service Suspension

Services may be suspended immediately for non-payment
Suspended services do not extend contract terms
Reinstatement requires full payment of outstanding amounts plus penalties

8. CLIENT RESPONSIBILITIES

8.1 Content Approval

Client must review and approve content within 48 hours
Failure to respond within 48 hours constitutes approval
Approved content cannot be disputed after publication

8.2 Brand Guidelines and Materials

Client must provide complete brand guidelines before service commencement
Client must supply necessary materials, access credentials, and information
Delays due to Client's failure to provide materials do not extend deadlines or reduce fees

8.3 Legal Compliance

Client warrants their business complies with all applicable laws
Client must inform Company of any legal restrictions affecting content creation
Client assumes responsibility for regulatory compliance in their industry

9. PERFORMANCE AND RESULTS

9.1 Service Philosophy

Company focuses on brand building and marketing enhancement, not direct sales generation. Our approach is marketing-driven, emphasizing:

Brand awareness
Engagement quality
Content consistency
Audience development

9.2 No Performance Guarantees

Company does not guarantee:

Specific follower growth numbers
Sales increases
Conversion rates
Viral content performance
Algorithm favorability

9.3 Performance Marketing Distinction

Sales-driven services require separate "Performance Marketing" agreements with different terms, pricing, and expectations.

10. CONFIDENTIALITY

10.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of:

Business strategies and plans
Financial information
Trade secrets
Customer lists and data
Proprietary processes

10.2 Data Protection

Company implements reasonable security measures for Client data
Company complies with applicable data protection laws
Client data is not shared with third parties except as necessary for service delivery

11. LIMITATION OF LIABILITY

11.1 Liability Cap

Company's total liability for any claim shall not exceed the amount paid by Client in the 12 months preceding the claim.

11.2 Excluded Damages

Company is not liable for:

Indirect, incidental, or consequential damages
Lost profits or business opportunities
Data loss or corruption
Third-party claims
Force majeure events

11.3 Professional Indemnity

Company maintains professional indemnity insurance where required by law.

12. TERMINATION

12.1 Termination by Either Party

Either party may terminate with 30 days' written notice
Client remains liable for all services rendered up to termination date
No refunds for prepaid services unless otherwise agreed

12.2 Immediate Termination

Company may terminate immediately if Client:

Breaches payment terms
Violates usage restrictions
Engages in illegal activities
Provides false information
Becomes insolvent

12.3 Post-Termination Obligations

Client must cease using Company-created Content
Company will provide final reports and account access transfer
Confidentiality obligations survive termination

13. FORCE MAJEURE

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

Natural disasters
Government actions
Labor strikes
Internet outages
Pandemic-related restrictions

14. GOVERNING LAW AND JURISDICTION

14.1 Applicable Law

This Agreement is governed by the laws of India.

14.2 Jurisdiction

All disputes shall be subject to the exclusive jurisdiction of courts in [City, State], India.

14.3 Dispute Resolution

Parties agree to attempt mediation before pursuing litigation. If mediation fails, disputes will be resolved through binding arbitration under the Arbitration and Conciliation Act, 2015.

15. GENERAL PROVISIONS

15.1 Amendment

Company reserves the right to modify these terms with 30 days' written notice to active clients. Continued use of services constitutes acceptance of modified terms.

15.2 Severability

If any provision is deemed invalid, the remaining provisions continue in full force.

15.3 Entire Agreement

This Agreement constitutes the entire agreement between parties and supersedes all prior negotiations, representations, or agreements.

15.4 Assignment

Company may assign this Agreement without Client consent. Client may not assign without Company's written consent.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

16. CONTACT INFORMATION

For questions regarding these Terms and Conditions:

ICONIX Digital Marketing Services Email: [legal@iconix.com] Phone: [+91-XXXXXXXXXX] Address: [Complete Business Address]

By engaging ICONIX services, Client acknowledges reading, understanding, and agreeing to be bound by these Terms and Conditions.