Terms of Service

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Last Updated: January 1, 2024

1. Agreement to Terms

Welcome to Digitalent Inc. ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website located at https://digitalentflorida.com and all related services, including digital marketing, branding, music promotion, content creation, and other creative services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services.

2. Description of Services

Digitalent Inc. is a Florida-based digital brand agency providing:

  • Digital marketing and advertising services
  • Brand development and identity design
  • Music promotion and artist management services
  • Content creation and creative production
  • Social media marketing and management
  • Video production and multimedia services
  • Event marketing and promotion
  • Spotify advertising and streaming platform marketing

The specific scope, deliverables, and terms of each engagement will be outlined in a separate Statement of Work (SOW) or service agreement.

3. Eligibility

By using our Services, you represent and warrant that:

  • You are at least 18 years of age or the age of legal majority in your jurisdiction
  • You have the legal capacity to enter into a binding agreement
  • You are not prohibited from using our Services under applicable laws
  • If acting on behalf of a company, you have authority to bind that entity to these Terms

4. User Accounts

To access certain features of our Services, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Keep your password secure and confidential
  • Accept responsibility for all activities under your account
  • Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, illegal, or harmful activities.

5. Client Responsibilities

When engaging our Services, clients agree to:

  • Provide accurate information, materials, and assets necessary for project completion
  • Review and approve deliverables within agreed-upon timeframes
  • Ensure all provided materials do not infringe third-party rights
  • Make timely payments according to agreed terms
  • Designate an authorized representative for project communications
  • Comply with all applicable laws and regulations in their industry

6. Intellectual Property Rights

6.1 Company Intellectual Property

All content, features, and functionality of our website, including but not limited to text, graphics, logos, icons, images, audio, video, software, and underlying code, are owned by or licensed to Digitalent Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Client Intellectual Property

Clients retain ownership of all materials, content, and intellectual property they provide to us. By providing such materials, clients grant us a limited, non-exclusive license to use them solely for the purpose of performing the agreed-upon Services.

6.3 Work Product

Unless otherwise specified in a separate agreement:

  • Upon full payment, clients receive ownership rights to final approved deliverables
  • We retain the right to use work samples in our portfolio and marketing materials
  • Preliminary concepts, drafts, and unused materials remain our property
  • Third-party elements (stock images, fonts, etc.) remain subject to their respective licenses

7. Payment Terms

Payment terms for our Services are as follows:

  • Fees and payment schedules will be outlined in individual project proposals or agreements
  • Deposits or advance payments may be required before project commencement
  • Invoices are due within 30 days of issuance unless otherwise agreed
  • Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
  • We reserve the right to suspend work on overdue accounts
  • All fees are non-refundable unless otherwise specified

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information exchanged during the course of our engagement. Confidential information includes:

  • Business strategies, plans, and financial information
  • Marketing data and campaign performance metrics
  • Trade secrets and proprietary methodologies
  • Client lists and contact information
  • Unpublished creative materials and concepts

This confidentiality obligation survives the termination of our business relationship.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

  • DIGITALENT INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
  • OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
  • WE DO NOT GUARANTEE SPECIFIC RESULTS FROM OUR MARKETING OR PROMOTIONAL SERVICES, AS RESULTS DEPEND ON NUMEROUS FACTORS BEYOND OUR CONTROL

10. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
  • WARRANTIES OF NON-INFRINGEMENT
  • WARRANTIES THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE

We do not warrant that marketing campaigns will achieve specific results, as performance depends on market conditions, audience behavior, and other external factors.

11. Indemnification

You agree to indemnify, defend, and hold harmless Digitalent Inc. and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Content or materials you provide to us
  • Any misrepresentation made by you

12. Termination

Either party may terminate a service engagement as follows:

  • By Client: With written notice, subject to payment for work completed and any applicable cancellation fees
  • By Company: With 30 days written notice or immediately for non-payment or material breach
  • Effect of Termination: Upon termination, client shall pay for all services rendered through the termination date

Provisions that by their nature should survive termination shall remain in effect, including confidentiality, intellectual property, limitation of liability, and indemnification.

13. Dispute Resolution

Any disputes arising from these Terms or our Services shall be resolved as follows:

  • Informal Resolution: The parties shall first attempt to resolve disputes through good-faith negotiations
  • Mediation: If informal resolution fails, disputes shall be submitted to mediation before a mutually agreed mediator
  • Arbitration: If mediation fails, disputes shall be resolved through binding arbitration in Miami, Florida, under the rules of the American Arbitration Association
  • Governing Law: These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date. Your continued use of our Services after any modifications constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

15. General Provisions

  • Entire Agreement: These Terms, together with any applicable SOW or service agreements, constitute the entire agreement between the parties
  • Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect
  • Waiver: Failure to enforce any right shall not constitute a waiver of that right
  • Assignment: You may not assign these Terms without our written consent; we may assign our rights freely
  • Force Majeure: Neither party shall be liable for delays caused by circumstances beyond reasonable control

16. Contact Information

For questions or concerns about these Terms, please contact us:

Digitalent Inc.

7901 4th St N STE 300, St. Petersburg, FL 33702, USA

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.