VETRO MEDIA, LLC
TERMS & CONDITIONS

Effective Date: 1 August 2025

These Terms & Conditions (“Agreement”) govern the provision of Services by Vetro Media, LLC, a Michigan limited liability company (“Vetro Media” or “Agency”) to the Client, as identified in a signed proposal or scope of work. By engaging Vetro Media, the Client agrees to the following terms:

1. Definitions

• Agreement means this document together with any associated project scopes, proposals, schedules, or addenda.
• Client refers to the person or entity receiving Services from Vetro Media.
• Commencement Date means the date Services begin, as defined in a signed proposal.
• Confidential Information refers to any non-public, proprietary, or sensitive information exchanged between the parties.
• Services include but are not limited to digital marketing, design, development, content creation, SEO, advertising, consulting, or other agreed deliverables.
• Fees are the costs associated with Services, as set forth in the relevant proposal or engagement letter.

2. Engagement & Scope of Services

Vetro Media will provide the Client with Services as defined in the signed project scope or proposal. Deliverables may include digital campaigns, design work, website development, paid media management, consulting, or related services. Unless explicitly stated in writing, no guarantees are made regarding specific outcomes, search engine rankings, or return on investment.

3. Term & Termination

This Agreement begins on the Commencement Date and continues until project completion or termination.

Either party may terminate this Agreement with thirty (30) days’ prior written notice. If the Client terminates early, Vetro Media is entitled to:

• Payment for all work completed up to the termination date;
• A cancellation fee equal to 25% of the remaining project value or one (1) month’s retainer fee, whichever is greater.

Unused hours in a monthly retainer do not carry over to the following month.

4. Fees & Payment Terms

All Fees are in U.S. Dollars (USD) and exclude applicable taxes unless stated otherwise.

• Tasks under 15 minutes may be rounded up to a minimum charge.
• Tasks between 15–30 minutes may be billed at 50% of the hourly rate.
• Tasks above 30 minutes are billed at the full hourly rate.

Disbursements (e.g., software, plugins, hosting, stock assets, or third-party services) will be charged in addition to hourly or project rates.

Payment is due within 30 days of the invoice date. Late payments may incur interest at 1.5% per month or the maximum rate allowed by Michigan law. Vetro Media reserves the right to suspend all Services for overdue accounts and recover any legal or collection costs incurred.

5. Client Responsibilities

The Client agrees to:

• Provide timely access to all required information, materials, systems, and decision-makers;
• Review and approve deliverables within the timelines agreed;
• Ensure any provided content (text, images, video, trademarks) is properly owned or licensed.

Delays caused by Client inaction (e.g., failure to provide inputs or approvals) may result in timeline extensions or additional charges. If a project is inactive for more than fifteen (15) consecutive business days due to Client delays, Vetro Media may place the project on hold and issue an invoice for work completed. Reactivation may incur a restart or re-scoping fee.

6. Intellectual Property

Vetro Media retains ownership of any tools, frameworks, or methodologies used or developed independently of the Client’s project.

Upon full payment of all Fees, the Client will own the final, approved deliverables, excluding any third-party materials or components that remain subject to their respective licenses.

Until payment is received in full, all deliverables and rights remain the property of Vetro Media.

The Client grants Vetro Media the right to showcase completed work and the Client’s name/logo in its portfolio or marketing materials, unless otherwise agreed in writing.

7. Confidentiality

Each party agrees to protect the other’s Confidential Information and not disclose it to any third party without prior written consent, unless required by law. This obligation continues for three (3) years following the termination of this Agreement.

8. Warranties & Disclaimers

Each party warrants it has the authority to enter into this Agreement.

Vetro Media provides Services “as-is” and disclaims all warranties, including merchantability, fitness for a particular purpose, or uninterrupted performance.

The Client acknowledges that digital platforms (e.g., Google, Facebook) may change without notice, and Vetro Media is not liable for such changes or their impact on performance.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

Vetro Media shall not be liable to the Client or any third party for any damages whatsoever arising out of or in connection with this Agreement, including but not limited to direct, indirect, incidental, special, exemplary, punitive, or consequential damages, or loss of profits, data, use, goodwill, or other intangible losses, whether in contract, tort (including negligence), strict liability, or otherwise, even if Vetro Media has been advised of the possibility of such damages.

The Client expressly acknowledges and agrees that Vetro Media shall have no financial liability whatsoever under this Agreement, except in cases of gross negligence or intentional misconduct, which must be proven in a court of law.

This limitation is an essential part of the parties’ agreement and reflects an informed allocation of risk. The Client acknowledges that the Fees charged by Vetro Media would be significantly higher if the Agency were required to assume greater liability.

10. Indemnification

The Client agrees to indemnify and hold Vetro Media harmless from any third-party claims arising from:

• Misuse or infringement of third-party intellectual property in Client-provided materials;
• Regulatory breaches caused by Client instructions or data.

Vetro Media will indemnify the Client only for direct damages resulting from its proven gross negligence or intentional misconduct.

11. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control, including but not limited to natural disasters, pandemics, government restrictions, labor disputes, or internet outages. Affected parties must notify the other and resume work promptly once conditions allow.

12. Modifications

Any changes to this Agreement must be in writing and signed by both parties (including electronic signatures).

Vetro Media may update these terms with thirty (30) days’ written notice. Continued use of Services after such notice constitutes acceptance of the updated terms. If the Client objects, either party may terminate the Agreement in accordance with Section 3.

13. Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Michigan. The parties agree to the exclusive jurisdiction of the state and federal courts in Wayne County, Michigan.

14. General Provisions

• Section titles are for reference only and do not affect interpretation.
• Failure to enforce any provision does not constitute a waiver of future enforcement.
• If any provision is found unenforceable, the remainder of the Agreement will remain in effect.
• Neither party may assign this Agreement without prior written consent, except in connection with a sale or merger of the business.

15. Refunds

All Fees paid are non-refundable unless expressly agreed in writing. This includes deposits, payments for partially completed work, or time reserved in advance.