Terms of Service - Heroik Media & Technology Group

HEROIK MEDIA & TECHNOLOGY GROUP
TERMS OF SERVICE

Last Updated: 01/03/2026

These Terms of Service (the “Agreement”) govern the relationship between Heroik Media & Technology Group LLC (“Heroik,” “we,” “our,” or “us”) and the Client (“Client,” “you,” or “your”) regarding the design, development, advisory, and related services for your website and digital assets.

By accepting a project estimate or proposal, signing any related document, submitting payment, or otherwise authorizing Heroik to begin work, you agree to this Agreement in full.

1. Scope of Agreement

This Agreement includes:

Project Estimate and/or Project Proposal
Defines the project description, scope of work, deliverables, fees, payment schedule, and timeline.
These Terms of Service
Apply to all services performed by Heroik, including consulting, design, development, configuration, advisory, training, and related activities.
Service Specific Terms
Additional written service terms (for example, Maintenance Plans, Evolution Site Manager terms, or other product or service specific terms) that may apply to certain services you subscribe to.

Acceptance may occur verbally, in writing, by electronic means, or through payment of any deposit or invoice.

2. Relationship of the Parties

Heroik acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between Heroik and Client.

Neither party may bind the other to any obligation except as expressly set out in this Agreement. Client agrees not to hold itself out as a partner, employee, or agent of Heroik, and Heroik agrees not to hold itself out as a partner, employee, or agent of Client.

3. Service Statement

Heroik Media & Technology Group (also referred to as “Heroik” and “Designer”) provides independent consulting, design, and development services for websites, landing pages, content systems, digital campaigns, and related assets as described in the applicable Project Estimate / Proposal.

Heroik will perform services to the best of its ability, within its standard of care and within the agreed project scope. Heroik may use employees, consultants, subcontractors, and third party services to complete the project and will oversee such work to verify acceptance and completeness to Heroik’s standards.

Heroik’s fee structure is based on estimated effort, overall value provided, seniority of team members involved, project components and hard costs, and completion within a stated period of time. Unless otherwise stated, hourly fees range between $475 and $1200 dollars per hour depending on the work and seniority of the team member.

4. Fees, Deposits, Payment, and Refunds

4.1 Deposits

New website projects typically require a minimum 50 percent deposit prior to project commencement, unless otherwise agreed in writing by Heroik.
Website changes, makeovers, or remodels to an existing site that is already live on the Client’s hosting may require 100 percent payment in full prior to commencement, as Heroik has no means to undo or retain completed work once changes are applied.

4.2 Payment Schedule

The payment schedule will be stated in the Project Estimate / Proposal. Client represents that it has funds available to make all payments when due and will pay all deposits and scheduled payments in full.

Accepted payment methods include:

Cash
Bank transfer
Business check with printed business details
Visa or Mastercard debit and credit cards (3.5 percent surcharge applies to card payments)

4.3 Refund Policy and Cancellation Window

The initial project deposit is non refundable, except if the project is canceled in writing within three (3) business days of acceptance.
If cancellation occurs within this window, Heroik will retain ten percent (10 percent) of the total project fee as a cancellation fee to cover initial consultation, project estimation or proposal, file setup, calendar blocking, and administrative costs. The remainder of the deposit will be refunded via the original payment method only.
After this cancellation window, no refunds will be provided, even if the project fails to proceed or be implemented for reasons outside of Heroik’s control.

Payments made for completed phases, time and materials work, or additional services are non refundable.

4.4 Late Payments and Collections

All invoices are due and payable upon receipt unless otherwise stated.

If an invoice remains unpaid more than 30 days after the invoice date:

Heroik reserves the right to suspend work and/or suspend the Client’s website from public view (where Heroik controls hosting, DNS, or key licensed assets) until all outstanding invoices are brought current.
Amounts due will bear interest at thirteen percent (13 percent) per annum until paid in full.
Client agrees to pay all reasonable costs of collection, including attorneys’ fees, as additional sums owed under this Agreement.

If a check is returned for non sufficient funds (NSF), it will not be re deposited. Client will owe:

The check amount, plus
A 35 dollar returned check fee, payable by card or other accepted method.

Heroik does not cover missed or late payments for Client’s hosting, maintenance, support, plugins, applications, or third party services. Heroik is not responsible for elements that are disabled, removed, or rendered inoperable due to Client’s failure to pay third party renewal fees.

5. Client Responsibilities, Content, and Timelines

5.1 Conditions of Service

By engaging Heroik’s services, Client confirms that:

Client is at least eighteen (18) years of age.
Client has read, understood, and agrees to this Agreement, the project scope, and related limitations.
The person accepting on behalf of a business or organization has authority to bind that entity.

5.2 Content and Collaboration

Client agrees to:

Provide complete, final, proofed content (copy, images, files, videos, etc.) in a timely manner according to the project timeline specified in the Project Estimate / Proposal.
Be available for scheduled meetings, reviews, and approvals to keep the project moving.
Provide required decisions and approvals within the time frames set in the Project Estimate / Proposal or as reasonably requested by Heroik.

Heroik is not responsible for delays resulting from Client’s failure to provide content, approvals, or collaboration.

5.3 Delays, Suspension, and Additional Time

If the project is delayed or halted for 30 days or more due to Client inaction or failure to provide required content or approvals:

The project may be suspended and removed from Heroik’s active schedule at Heroik’s sole discretion.
Any additional time required to restart or re plan the project may be billed at Heroik’s hourly rates.
Additional time beyond the prescribed timeline caused by Client delays is billable, and may require rescheduling the project in Heroik’s production calendar.

See Project Suspension and Abandonment for full details.

5.4 Legal Pages and Compliance

Depending on Client’s industry, audience, and jurisdiction, legal pages such as:

Terms of Use
Privacy Policy
Cookie Policy
Return Policy
GDPR, CCPA, or other compliance notices

may be required by law, regulation, vendors, affiliates, or licensing agencies.

It is Client’s sole responsibility to determine what legal or policy pages are required and to provide the necessary content. Heroik does not automatically include such pages unless:

They are specifically requested, and
They are clearly itemized in the Scope of Work.

Client is strongly encouraged to consult qualified legal counsel for compliance. Heroik does not provide legal advice and is not responsible for Client’s compliance with any law or regulation.

6. Rush Services

Requests for rush work or compressed timelines:

Are accepted strictly at Heroik’s discretion and subject to scheduling.
May incur a 50 percent to 200 percent surcharge on project fees to cover overtime, rescheduling, and added labor.
Are not guaranteed. Heroik will use reasonable efforts but provides no guarantee that Client’s requested deadlines can or will be met.

7. Information and Materials Provided by Client

Client will provide in writing (email or shared document):

All needed text copy in final, proofed form.
Logos, artwork, images, video clips, and other media to be used.
Any layout requirements, design examples, existing sites, references, and brand guidelines.
Any technical requirements, specifications, or constraints known to the Client.

Heroik may edit copy for accuracy, grammar, and fit. However, where Heroik provides content development, Client is ultimately responsible for:

Proofreading,
Verifying accuracy,
Approving content prior to publication.

Any additional content development, editing, or extensive revision beyond the original scope is billable at Heroik’s stated hourly rates.

Client represents and guarantees that all materials provided are:

Owned by Client, or
Properly licensed or authorized for use, and
Do not infringe any third party rights.

Client will hold Heroik harmless from any claims arising from Client provided materials.

8. Domains, SSL Certificates, and Hosting

Client is responsible for purchasing and maintaining domain names, hosting accounts, and SSL certificates unless otherwise specifically included in a paid Heroik plan.
Heroik may assist with domain registration and DNS configuration for an additional fee.
Client authorizes Heroik to access hosting and domain accounts as administrator for troubleshooting, installations, updates, and support.

Where Heroik provides hosting or an Evolution Site Manager or similar plan:

Certain licenses (for example Elementor Pro, theme or toolbox licenses) may be included for as long as the plan remains active and paid in full.
Upon cancellation or termination of such plan, associated licenses may be deactivated or removed, which may impact site functionality.

Heroik has no access to and does not store Client card or bank account details from hosting vendors or payment processors.

9. WordPress Themes, Plugins, Applications, and Licensing

Heroik works primarily within the WordPress content management system.
Heroik will select and install a theme or toolbox and plugins that it deems suitable for the project.
Heroik will configure plugins and applications consistent with the agreed project scope.

All third party themes, plugins, and applications:

Are licensed by their respective developers and subject to their terms.
May require one time or recurring fees for initial purchase and renewals.
Are the responsibility of Client to renew, unless explicitly handled by a Heroik maintenance or hosting plan.

Heroik may provide agency level theme or toolbox licenses. In such cases:

Client may be charged an annual license fee per site to maintain access and updates.
If Client fails to pay these fees on time, Heroik may remove or deactivate such licenses, which may alter site appearance or functionality.
Heroik is not responsible for any damage or loss caused by license lapses due to nonpayment.

Heroik does not guarantee that any third party theme, plugin, or application will:

Operate error free,
Perform exactly as described by its developer, or
Meet all of Client’s expectations.

Client accepts such risks and bears all costs for additional plugins, configuration, or replacements required to achieve desired functionality.

10. Artwork, Graphic Design, and Stock Assets

Client provided images for web use must meet minimum standards:

Web images: at least 72 dpi (150 dpi for high resolution) and appropriate size.
Digital photos: minimum 1280 x 720 pixels at 150 dpi, clear and usable.

Heroik may, at its discretion, include a limited number of single use stock images or graphics as part of the project proposal. Unless otherwise stated:

Such images are licensed for use only within the delivered website.
They are not transferable for other uses such as print, ads, or other digital properties unless Client acquires separate rights directly from the provider.

Client warrants and guarantees that any text, graphics, photos, designs, trademarks, or other materials they provide are properly owned or licensed and that Client has the right to use and publish them. Client agrees to defend, indemnify, and hold Heroik harmless from any claim or suit arising from materials provided by Client.

11. AI Generated Images, Video, and Other AI Assets

To address AI assisted workflows clearly:

Scope of Use

AI generated or AI assisted images, graphics, or similar assets created by Heroik are provided exclusively for use on the specific website or project identified in the applicable Project Estimate / Proposal, unless otherwise agreed in writing.
These assets may not be repurposed for print, social media, advertising, or other digital properties without Heroik’s prior written approval or a separate license agreement.

Limits on Included AI Assets

Unless otherwise specified in the Project Estimate / Proposal, Heroik will include a limited number of AI generated or AI assisted images or graphics as part of the design package.
Additional AI assets requested by Client may incur additional fees at Heroik’s current rates.

Ownership and Rights

Heroik retains all ownership and intellectual property rights in AI generated and AI assisted assets, except for the limited license granted to Client under this Agreement.
Subject to full payment of all fees, Heroik grants Client a non exclusive license to display those AI assets on the agreed project or website, as part of the delivered design.
Heroik may revoke or restrict usage if Client materially breaches this Agreement, including misuse of AI assets outside of agreed scope.

Exclusions

AI assets are not a substitute for proper licensed stock photography or professional photography when such assets or rights are required for legal, branding, or quality reasons.
Client remains responsible for securing proper rights for any non AI images or third party content.

12. Photography and Videography

If photography or videography is included or requested:

Such services are typically provided by third party partners and are billed separately from design and development fees.
Use rights, licensing, and scope of use for photos or videos will be governed by the photography or videography provider’s terms and the applicable estimate or addendum.
Additional licensing or usage beyond what is originally agreed may require additional fees.

13. Additional Work, Change Orders, and Travel

13.1 Additional Work and Change Orders

Any of the following are considered outside the original scope unless specifically listed in the Scope of Work:

New pages, significant layout changes, new features, or new functionality.
Substantial content rewrites or content strategy not included in the original proposal.
More design revisions than the number of rounds included in the proposal.
Requests that materially change the site concept after acceptance.

No work is included unless it is expressly listed in the Scope of Work of the applicable Project Estimate / Proposal.

Any additional work:

Will be treated as a change order or a new project.
Will be billed at Heroik’s current hourly rates or as a separately estimated fixed fee.
May require payment in full or a deposit prior to commencement.

Verbal or “quick favor” requests are billable at Heroik’s discretion unless expressly waived in writing.

13.2 Travel

Travel requested or required by Client:

Is billable at 4.50 dollars per mile for automotive travel outside Heroik’s advertised service area.
Requires reimbursement for actual out of pocket costs such as airfare, lodging, meals, parking, and related travel expenses.
Must be reimbursed within 30 days of the date of Heroik’s invoice, or interest will accrue at 13 percent annually.

Unpaid travel or expense invoices more than 60 days overdue may be sent to collections.

14. Internet Authorization and E Commerce

14.1 Internet Authorization

Client authorizes Heroik to:

Access Client’s hosting account, control panel, and file system.
Install and configure web applications, themes, and plugins.
Make necessary changes for the project, including writing to directories and creating databases.

Client’s hosting environment must support the technologies required for the project, typically including a Linux or Unix based server that meets WordPress requirements.

14.2 Electronic Commerce and E Commerce Sites

Client is solely responsible for:

Complying with any laws, taxes, tariffs, or regulations related to online sales, payments, and e commerce.
All business practices related to product offerings, pricing, shipping, fulfillment, and customer service.

Heroik may implement WooCommerce or other CMS based cart systems as part of the project. Each project is limited by the capabilities of the chosen platform and plugins.

Heroik typically:

Installs a limited number (for example three to five) of sample or real products as part of the project.
Any additional product entry, catalog build out, or complex integrations are billable extra.

Client accepts all responsibility and costs for payment gateways, merchant accounts, PCI compliance, and related e commerce infrastructure.

15. Compatibility, Plugins, and Third Party Applications

The website will be designed for modern browsers and devices in use at the time of development.
Due to variations in devices, operating systems, and browsers, Heroik does not guarantee 100 percent compatibility across all platforms or legacy systems.
Heroik does not design for browsers or operating systems older than the current release or for those in beta at the time of project commencement.

Design reviews and sign offs are to be done on an up to date desktop or laptop computer. Mobile optimization is completed after design sign off unless otherwise stated.

Heroik does not guarantee the performance or continued availability of any third party themes, plugins, or services. Both Heroik and Client rely on third party descriptions and documentation, and additional plugins or solutions may be required to achieve certain results.

Client accepts the risk of third party failures and agrees to bear all associated costs.

16. Contact Forms, Spam, and Email Deliverability

Heroik is not responsible for:

Misuse or misconfiguration of contact forms or submission forms.
Spam submissions by humans or bots.
Email deliverability, including messages flagged as spam or blocked by providers such as Google, Microsoft, Yahoo, and others.

Heroik may implement basic spam protection techniques such as honeypots. Additional anti spam plugins or services (for example reCAPTCHA or specialized filters) can be added at Client’s expense.

Heroik has no control over mail servers or spam filters and will not be liable for any lost or undelivered messages.

17. Content Management System (CMS)

Heroik uses WordPress as the default CMS for websites unless otherwise stated.

Heroik is not responsible for Client’s ability to learn, remember, or operate the CMS.
Heroik may provide limited training or support in the initial project, and up to 30 days of limited post launch support, as stated in the project proposal.
Ongoing support, content updates, or feature changes beyond that period are billable at Heroik’s current rates unless covered by a separate Maintenance Plan.

Client and any third parties engaged by Client must not remove Heroik’s administrative access to the hosting account or CMS dashboard while there are outstanding payments or ongoing obligations, without Heroik’s written consent. Doing so constitutes a breach of this Agreement and may result in claims for damages.

18. SEO, Page Speed, and Site Optimization

Heroik may offer SEO and optimization services as add ons or separate packages. Unless explicitly stated:

These services are best effort and not guaranteed to yield specific rankings, traffic, or results.
Hosting quality, server configuration, and Client’s content publishing practices significantly affect performance.

Client is responsible for producing ongoing content and marketing activities required to improve search engine rankings and site performance. Heroik is not responsible for Client’s overall business practices or marketing execution.

19. Completion of Work, Revisions, and Acceptance

19.1 Completion

“Completion” means that Heroik has:

Delivered the work specified in the Scope of Work of the applicable Project Estimate / Proposal,
Implemented or made the deliverables available for review or publication, and
Substantially performed its obligations under that scope.

Final payment for the project or phase is due upon completion, regardless of whether Client chooses to publish or launch the site at that moment.

19.2 Revisions

Unless otherwise stated in the Project Estimate / Proposal:

Projects include up to three (3) rounds of review and revision.
Each written or oral revision request counts as one round. To use revision rounds efficiently, Client should supply consolidated lists of changes where possible.
“Revisions” means minor changes and fixes within the agreed concept and scope.
Major changes in concept, layout, or functionality are considered modifications and may require a change order.

Demands for revisions more than three times on the same item, page, or feature may be treated as modifications and billed at Heroik’s hourly rates.

In no event will Heroik be obligated to provide revisions beyond 30 days after completion or public launch, whichever comes first, unless otherwise agreed in writing.

20. Project Suspension and Abandonment

If work on a project is delayed 30 days or more due to no fault of Heroik:

The project will be considered suspended.
The initial deposit will be forfeited and the project removed from Heroik’s active schedule until Client reactivates it.

Heroik will attempt to contact Client by phone or email during this period. It is Client’s responsibility to respond and supply outstanding materials.

To reactivate a suspended project:

Client must provide all required content and information necessary to complete the project, and
Client must pay any remaining balance due for the original scope and any additional fees Heroik may require to reinstate and reschedule the work.

If all required content and information is provided and the project balance is paid in full:

Within 60 days of suspension: Heroik will use reasonable efforts to complete the project under the original scope and cost structure, subject to schedule availability.
After 60 days but before 120 days: Heroik may require a new proposal, schedule, and additional deposit, and will treat any previously paid amounts as credit against the new costs, at Heroik’s discretion.
After 120 days: The project will be considered abandoned. All amounts paid to Heroik are forfeited. No further work will be performed and related services (for example hosting, maintenance) may be canceled with no liability to Heroik.

21. Web Maintenance and Backups

Heroik may provide 30 days of complimentary maintenance and minor support following completion of a new build, as stated in the Project Estimate / Proposal. Beyond that:

Ongoing maintenance, updates, security monitoring, backups, and recovery require a separate subscribed Maintenance Plan or written service agreement.
Without a Maintenance Plan, Heroik has no obligation to maintain, support, or repair the site after project completion.

Backups performed by Heroik:

May be stored locally within the CMS or in an external location only if this is included in a paid plan.
Are not guaranteed to restore the site 100 percent in all situations, especially in cases of severe corruption or third party interference.
Any recovery, rebuilding, or repair beyond simple restore attempts is billable at Heroik’s rates.

If Client cancels Maintenance Services, Heroik will not provide further updates or support, and Client accepts all risks arising from outdated software, security issues, and site failure.

22. Client Responsibility for Website Security

Heroik follows WordPress security best practices within the scope of the project. However:

No website is completely secure.
Security plugins and monitoring reduce risk but do not eliminate it.
Many breaches occur due to compromised end user devices or reused credentials.

Client agrees to:

Install and maintain updated security software on any device used to log into the site.
Use up to date browsers and operating systems.
Apply recommended security patches regularly.
Use strong, unique passwords and protect all credentials.

Client is responsible for all costs associated with restoring or rebuilding a hacked, compromised, or downed site, unless such issues are directly and solely caused by Heroik’s gross negligence.

23. Liability and Disclaimers Related to Hosting and Third Parties

Unless Client is subscribed to a specific Heroik managed plan that clearly states otherwise, Heroik is not responsible for:

Client’s hosting account, payment of hosting or domain renewals, or SSL renewals.
Hosting provider outages, performance issues, or configuration changes.
Third party plugin, theme, or service failures.
Any Client action or inaction that results in site failure, including removal of licenses, deleting files, or misconfigurations.

Heroik is not liable for the speed, uptime, or performance of Client’s site where these are dependent on third party hosting or services.

24. Cancellation and Termination Rights

Heroik may refuse, restrict, or terminate services at any time, for any reason, including but not limited to:

Nonpayment, chronic late payment, or material breach of this Agreement.
Abusive, harassing, or unprofessional behavior by Client that interferes with Heroik’s ability to perform work or operate its business.
Illegal or high risk use of the site that could expose Heroik to legal or reputational risk.

Upon termination by Heroik for cause:

Work will cease immediately.
Client may lose access to Heroik provided licenses, proprietary design elements, or unfinished work.
Heroik may remove or disable Heroik owned themes, agency licenses, and certain assets from any site hosted or controlled by Heroik.

Client may cancel services:

Within three (3) business days of commencement for a partial refund as described above; or
At any later time, recognizing that deposits and payments for work performed are non refundable.

Upon any cancellation by Client:

Heroik has no obligation to provide further work, revisions, or support.
Heroik may remove any Heroik only licenses or tools that are not included in a perpetual license or fully transferred asset.
Client remains liable for any unpaid amounts and reimbursable expenses.

25. Proprietary Rights to Client Content

Client retains ownership of all content that Client provides to Heroik, including text, graphics, photos, videos, trademarks, and other original materials, subject to any rights of third party licensors.

By providing content or instructing Heroik to incorporate content, Client grants Heroik a non exclusive, worldwide, royalty free license to:

Use, copy, modify, and display such content as necessary to perform services,
Create, operate, and maintain Client’s website and related deliverables,
Use anonymized or non identifying excerpts in Heroik’s internal training, process refinement, and backup systems.

Client is responsible for ensuring that Client content does not infringe any third party rights and is not unlawful.

26. Proprietary Rights for Design, Artwork, and Other Heroik Content

Heroik may provide access to themes, layouts, graphics, images, text, template structures, frameworks, and other materials, collectively “Design Content.”

Unless otherwise expressly agreed in writing:

Heroik and its licensors retain all ownership and intellectual property rights in Design Content, including but not limited to layout systems, frameworks, methods, and reusable components.
Upon full payment of all fees for a given project, Client receives:

Ownership of the specific visual design and site configuration delivered for that project as embodied in that site, and
A perpetual, non exclusive license to display and operate that design, including embedded Heroik created assets, for Client’s own business purposes, as long as Client remains in compliance with this Agreement.

This license:

Does not transfer ownership of Heroik’s underlying tools, methods, or frameworks.
Does not grant Client the right to resell or redistribute Heroik’s Design Content as a template or theme or to claim Heroik’s methods as its own.
May be subject to termination with respect to specific Heroik owned assets or licenses if Client fails to pay applicable license or maintenance fees where those assets are provided under ongoing subscription.

If Heroik controls hosting, DNS, or critical licensing for a site and Client materially fails to pay amounts due, Heroik may:

Temporarily suspend or hide the site or specific Heroik controlled components from public view, and
Disable or remove Heroik controlled licenses or assets,

until outstanding invoices are paid. Heroik will not access or remove Client owned content from third party environments that Heroik does not control.

27. Marketing and Attribution

Heroik reserves the right to:

Use non confidential aspects of Client’s project as design examples in portfolios, case studies, and marketing materials.
Place a small attribution link in the website footer such as “Site by Heroik Media” that links back to Heroik’s website.

If Client wishes to remove attribution, Heroik may agree to do so subject to an additional fee.

28. Confidentiality

“Confidential Information” includes any non public information disclosed by one party to the other in connection with this Agreement that is marked or reasonably understood to be confidential, including business plans, pricing, internal documents, technical information, and process documentation.

Confidential Information does not include information that:

Becomes public through no fault of the receiving party,
Is received from a third party without breach of an obligation, or
Is independently developed without use of the disclosing party’s confidential information.

The receiving party will:

Use the disclosing party’s Confidential Information only for purposes of performing this Agreement,
Not disclose it to any third party except to employees and contractors who need to know and are bound by comparable obligations of confidentiality, and
Protect it using at least reasonable care.

These obligations survive termination of this Agreement for three years, except for trade secrets, which remain protected so long as they qualify as trade secrets under applicable law.

29. Non Solicitation

During the term of this Agreement and for twelve (12) months after its termination, Client agrees not to:

Directly or indirectly solicit for employment, hire, or contract with any individual who is or was an employee or subcontractor of Heroik and who worked on Client’s project, without Heroik’s prior written consent.

If Client hires or engages such an individual in violation of this section:

Client agrees to pay Heroik a fee equal to 50 percent of the individual’s first year total compensation as a reasonable estimate of Heroik’s recruitment, training, and replacement costs.

30. Additional Representations, Warranties, and Covenants

Client represents and warrants that:

It has the power and authority to enter into this Agreement.
The person executing any Project Estimate or authorization on its behalf has authority to bind Client.
Client will comply with all applicable laws, regulations, and rules relating to its business, website, and content, including data protection and export control laws.
Client will not use the site for illegal activities, malware distribution, or any use that would materially expose Heroik to legal risk.

31. Force Majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to:

Acts of God,
War, terrorism, or civil unrest,
Fire, flood, or natural disasters,
Labor disputes, strikes, or shortages,
Failures or outages of hosting providers, ISPs, or third party platforms,
Government actions, pandemics, or public health emergencies.

The affected party will:

Use commercially reasonable efforts to resume performance, and
Provide notice to the other party when practical.

Deadlines and delivery dates will be extended by the duration of the force majeure event. Client’s obligation to pay undisputed amounts owed is not excused.

32. Indemnification

Client agrees to indemnify, defend, and hold Heroik and its owners, employees, subcontractors, partners, and affiliates harmless from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from:

Client’s breach of this Agreement,
Client’s use or misuse of the site or deliverables,
Any Client Content or materials provided by Client that infringe third party rights or violate law,
Client’s negligence or intentional misconduct, or
Client’s dealings with its own customers or users.

These indemnity obligations survive termination of this Agreement.

33. Disclaimer of Warranties

CLIENT UNDERSTANDS AND AGREES THAT:

SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
HEROIK DOES NOT WARRANT THAT THE WEBSITE, HOSTING (IF PROVIDED), OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.
HEROIK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.

Heroik does not warrant or guarantee:

Specific SEO rankings, traffic, or business outcomes.
Email deliverability.
Performance or availability of third party services, plugins, or hosting providers.

Some jurisdictions do not allow certain warranty disclaimers. To the extent that applicable law does not allow disclaimers, this section applies to the maximum extent permitted.

34. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

HEROIK AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL HEROIK’S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED:

THE AMOUNT CLIENT ACTUALLY PAID TO HEROIK FOR LABOR (EXCLUDING HARD COSTS) UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR
FIVE HUNDRED DOLLARS (500 dollars),

WHICHEVER IS LESS.

Client is responsible for backing up and protecting its own data and primary means of doing business. The foregoing limitations apply regardless of the legal theory and even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow limitations on certain types of damages, so parts of this provision may not apply where prohibited by law.

35. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the State of Tennessee, without regard to conflict of law rules.

In the event of a dispute, the parties agree to:

First attempt to resolve the matter informally through discussion.
If unresolved, submit the dispute to mediation in Knoxville, Tennessee, with costs shared equally.
If the dispute is not resolved within 60 days after referral to mediation, either party may file suit in a court of competent jurisdiction located in or serving Knoxville, Tennessee.

Client consents to the personal jurisdiction and venue of such courts.

36. Survival

The following provisions survive termination of this Agreement:

Payment obligations and collections,
Proprietary rights and licenses,
Confidentiality,
Non solicitation,
Indemnification,
Disclaimer of warranties,
Limitation of liability,
Governing law and dispute resolution,
Any other provision that by its nature should reasonably survive.

37. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and will be interpreted to best carry out the intent of the parties.

38. Headings

Headings are for convenience only and do not affect the interpretation of this Agreement.

39. Entire Agreement and Order of Precedence

This Agreement, together with:

Any signed Project Estimate, Project Proposal, or Statement of Work, and
Any applicable service specific terms referenced in those documents,

constitutes the entire agreement between Heroik and Client regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.

In the event of a conflict:

A signed Project Estimate, Project Proposal, or Statement of Work that expressly modifies these terms will control.
Then any applicable service specific terms for subscribed plans.
Then these general Terms of Service.

40. Modifications and Updates

Formal changes to a specific project’s scope, fees, or timeline must be agreed in writing (including via electronic signature or email confirmation) by both parties.

Heroik may update these general Terms of Service and other published policies from time to time. Updated terms:

Apply to new projects and to renewals or new phases beginning after the effective date of the update.
For ongoing subscriptions or Maintenance Plans, continued use of such services after notice of updated terms constitutes acceptance of the updated terms, to the extent permitted by law.

If Client does not agree to updated terms for an ongoing subscription, Client may cancel that subscription according to the applicable cancellation provisions.

Client may not assign this Agreement without Heroik’s prior written consent. Heroik may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

41. Contact Information

Heroik Media & Technology Group
412 Dixie View Rd
Knoxville, TN 37934
info@heroikmedia.com