These Terms & Conditions (the "Terms") govern your access to and use of Alluvit Media’s websites and services. By requesting quotes, placing orders, clicking "accept," or otherwise using our services, you agree to these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity. "Client," "you," and "your" refer to the entity or person receiving services.
Any insertion order, proposal, statement of work, or order form that references these Terms (each, an "Order") together with these Terms forms the entire "Agreement." In case of conflict, the Order controls.
2. Services
Alluvit Media ("Alluvit," "we," "us," or "our") provides advertising services, including but not limited to inventory research, planning, negotiation, contracting, and reporting ("Services"). Inventory availability, pricing, and placements are subject to change by third‑party vendors and site owners. We will use commercially reasonable efforts to deliver as described in the applicable contract and, if necessary, to propose substantially comparable alternatives for your approval.
3. Client Obligations
Creative & Specs. Provide complete and compliant creative materials by the deadlines and in the formats specified by Alluvit or third‑party vendors.
Approvals. Provide timely approvals, including substitutions when necessary due to vendor or site changes.
Representations. You represent that your materials and campaigns comply with applicable laws, do not infringe third‑party rights, and are free from prohibited content.
Cooperation. Provide information, access, and resources reasonably required for Alluvit to perform the Services.
4. Fees & Payment
Invoices. Unless otherwise stated in the Order, fees are invoiced upon Order execution or according to the schedule stated in the Order.
Due Date. Payments are due net 30 days from invoice date. Late payments may incur the lesser of 1.5% per month or the maximum allowed by law. You are responsible for taxes, duties, and fees (excluding Alluvit’s income taxes).
Cancellations/Delays. If you delay or cancel after vendor commitments are made, you remain liable for vendor charges and any non‑refundable costs. Where permitted, we will attempt to mitigate and pass through any credits received.
5. Term & Termination
Term. The Agreement begins on the Order effective date and continues until completion unless terminated earlier under this Section.
Termination for Cause. Either party may terminate with written notice if the other materially breaches and fails to cure within thirty (30) days of notice.
Effect. Upon termination, accrued amounts are immediately due. Sections that by their nature should survive (e.g., payment obligations, IP, confidentiality, disclaimers, limitations, indemnities) will survive.
6. Intellectual Property
Your Materials. You retain all rights to your creative and trademarks. You grant Alluvit a non‑exclusive, worldwide, royalty‑free license to use your materials solely to provide the Services and to display campaign case studies with your consent.
Alluvit Materials. Alluvit retains all rights in methodologies, software, data, templates, and tools used to deliver the Services. No rights are granted except as expressly stated.
7. Warranties & Disclaimers
Mutual. Each party represents it has the authority to enter this Agreement.
Client. You represent your materials and campaigns are accurate, lawful, and do not infringe any rights.
Disclaimer. Except as expressly provided, the Services are provided "AS IS" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non‑infringement, and any warranties arising out of course of dealing or usage of trade. We do not guarantee specific outcomes, impressions, or uninterrupted availability.
8. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits or business interruption), even if advised of the possibility. Except for your payment obligations or indemnity obligations, each party’s aggregate liability under the Agreement will not exceed the amounts paid or payable to Alluvit under the applicable Order in the twelve (12) months preceding the event giving rise to liability.
9. Indemnification
You will indemnify, defend, and hold harmless Alluvit and its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) your materials or instructions; (b) your breach of the Agreement; or (c) your violation of law or third‑party rights.
10. Confidentiality
Each party may receive confidential or proprietary information of the other. The receiving party will use such information only to perform under the Agreement, will protect it using reasonable measures, and will not disclose it except to personnel and contractors under confidentiality obligations, or as required by law.
11. Compliance & Acceptable Use
Client materials and campaigns must comply with applicable laws and industry standards (including truth‑in‑advertising rules).
No unlawful, defamatory, deceptive, infringing, obscene, or otherwise prohibited content.
Client is responsible for obtaining all necessary rights, approvals, and clearances.
12. General Provisions
Independent Contractors. The parties are independent contractors.
Assignment. Alluvit may assign the Agreement; Client may not assign without Alluvit’s written consent.
Force Majeure. Neither party is liable for delays or failure due to events beyond reasonable control.
Governing Law; Venue. This Agreement is governed by the laws of CA, excluding conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Orange County, CA.
Notices. Notices must be in writing and delivered to the contacts set forth in the Order or below.
Entire Agreement; Order of Precedence. The Agreement is the entire agreement and supersedes prior discussions. In case of conflict, the Order controls, then these Terms.
Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.