Effective Date: March 24, 2026 | Last Revised: March 24, 2026
By accessing or using the website located at mediafy.pro (the "Site") and any services, consulting engagements, deliverables, or content provided by Mediafy LLC, a Wyoming-registered limited liability company ("Mediafy," "Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be legally bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must immediately discontinue use of our Site and Services.
Mediafy provides digital marketing consulting, growth strategy, web optimization, lifecycle marketing, data monetization, carrier and marketplace savings consulting, and fractional leadership services (collectively, the "Services"). The specific scope, deliverables, timelines, fees, and terms of each engagement will be set forth in a separate Statement of Work ("SOW"), service agreement, or proposal executed by both parties, which shall be incorporated into and governed by these Terms. In the event of a conflict between these Terms and an executed SOW, the SOW shall control with respect to that specific engagement.
Fees for Services will be as specified in the applicable SOW or proposal. Unless otherwise stated, invoices are due within ten (10) days of the invoice date. All fees are quoted in U.S. dollars and are exclusive of applicable taxes, which are the Client's responsibility.
Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. Mediafy reserves the right to suspend or terminate Services upon fifteen (15) days' written notice of non-payment. Client shall be responsible for all costs of collection, including reasonable attorneys' fees.
Unless otherwise agreed in writing, reasonable out-of-pocket expenses incurred by Mediafy in connection with the Services (e.g., software subscriptions, ad spend, travel) shall be reimbursed by Client upon presentation of documentation.
All content on this Site — including text, graphics, logos, images, trademarks, service marks, and software — is the property of Mediafy LLC or its licensors and is protected by U.S. and international intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or commercially exploit any content without our prior written consent.
Mediafy retains all rights in its pre-existing intellectual property, proprietary methodologies, frameworks, tools, templates, processes, and know-how ("Mediafy IP"). To the extent Mediafy IP is incorporated into any deliverable, Mediafy grants Client a non-exclusive, non-transferable, royalty-free license to use such Mediafy IP solely in connection with the deliverable for Client's internal business purposes.
Subject to full payment of all fees, Client shall own custom deliverables specifically created for Client under an SOW, excluding any Mediafy IP incorporated therein. Until full payment is received, Mediafy retains all rights in deliverables.
Client grants Mediafy the right to reference Client's name, logo, and a general description of work performed in Mediafy's portfolio, marketing materials, and case studies, unless Client provides written notice to the contrary.
Each party ("Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, customer lists, marketing strategies, proprietary technology, trade secrets, and the terms of any SOW.
The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing or receiving the Services; (b) not disclose Confidential Information to any third party without prior written consent, except to employees and contractors with a need to know who are bound by equivalent confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
This obligation survives termination of the engagement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) its performance will not violate any other agreement; and (c) it will comply with all applicable laws.
Mediafy warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's sole remedy for breach of this warranty is re-performance of the non-conforming Services at no additional charge, provided Client notifies Mediafy of the deficiency in writing within fifteen (15) days of delivery.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MEDIAFY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MEDIAFY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. MEDIAFY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, COST SAVINGS, RETURN ON INVESTMENT, OR OTHER RESULTS FROM THE USE OF OUR SERVICES. ALL STRATEGIES AND RECOMMENDATIONS ARE ADVISORY IN NATURE, AND ACTUAL RESULTS DEPEND ON NUMEROUS FACTORS OUTSIDE MEDIAFY'S CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO MEDIAFY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO BOTH PARTIES REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Client agrees to indemnify, defend, and hold harmless Mediafy LLC, its members, managers, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms or any SOW; (b) Client's violation of applicable law; (c) Client's negligence or willful misconduct; (d) any data, content, or materials provided by Client that infringe the rights of any third party; or (e) Client's use of deliverables in a manner not authorized under these Terms.
Mediafy agrees to indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Mediafy's breach of these Terms or any SOW; (b) Mediafy's violation of applicable law; (c) Mediafy's negligence or willful misconduct; or (d) any claim that deliverables created solely by Mediafy infringe the intellectual property rights of any third party, provided that Client promptly notifies Mediafy of such claim and grants Mediafy sole control of the defense and settlement.
These Terms are effective upon your first use of the Site or Services and continue until terminated. Individual engagement terms are governed by the applicable SOW.
Either party may terminate a consulting engagement upon thirty (30) days' prior written notice. Client shall pay for all Services performed and expenses incurred through the effective date of termination, plus any non-cancelable commitments made on Client's behalf.
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or an SOW and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed.
Upon termination: (a) all licenses granted hereunder terminate (except for fully paid deliverables); (b) each party shall return or destroy Confidential Information; (c) Sections 5, 6, 7.3, 8, 9, 11, and 12 shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Wyoming (or another mutually agreed location). The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding Section 11.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without the necessity of posting a bond.
Any cause of action or claim arising under or related to these Terms must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.
For questions about these Terms of Service, please contact us:
Mediafy LLC
504 Plant Street, 1st Floor
Winter Garden, FL 34787
Email: info@mediafy.pro
Phone: (689) 225-6603