Terms of Service

1. Definitions and Interpretation

In these Terms of Service, unless the context otherwise requires:

• "Agreement" refers to these Terms of Service together with any Statement of Work, Proposal, or Contract entered into between Guiza Media LLC and the Client.
• "Client," "You," or "Your" refers to the individual, company, or organization that has engaged Guiza Media LLC for Services.
• "Company," "We," "Us," or "Our" refers to Guiza Media LLC, a limited liability company registered in the State of New Mexico, USA.
• "Content" means any and all materials, including but not limited to text, images, graphics, videos, audio, and other creative assets created or curated by Guiza Media LLC as part of the Services.
• "Deliverables" means the final outputs and work product produced by Guiza Media LLC and delivered to the Client as specified in the applicable Statement of Work.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Platform(s)" refers to social media platforms and digital channels including but not limited to Instagram, TikTok, YouTube, LinkedIn, Facebook, Twitter/X, and Pinterest.
• "Services" means the social media management, content creation, organic growth consulting, and related digital marketing services provided by Guiza Media LLC.
• "Statement of Work" or "SOW" means a document detailing the specific Services, Deliverables, timeline, and fees for a particular engagement.

2. Agreement to Terms

By accessing our website at guizamedia.com, requesting a proposal, signing a contract, or otherwise engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms. In such case, "Client," "You," and "Your" shall refer to such entity.

If you do not agree to these Terms of Service, you must not access or use our Services.

We reserve the right to modify these Terms of Service at any time. Changes will be effective immediately upon posting to our website. Your continued use of our Services following any changes indicates your acceptance of the revised terms.

3. Description of Services

Guiza Media LLC provides digital marketing services focused on organic social media growth, including but not limited to:

3.1 Social Media Management

• Strategic planning and content calendar development
• Daily management of social media accounts
• Community engagement and audience interaction
• Performance monitoring and optimization
• Monthly or bi-weekly strategy consultations

3.2 Content Production

• Scriptwriting and creative concept development
• Graphic design and visual asset creation
• Video editing and post-production
• Copywriting and caption creation
• Content scheduling and publishing

3.3 Organic Growth Strategy

• Audience research and competitor analysis
• Brand positioning and messaging strategy
• Growth experimentation and A/B testing
• Hashtag and SEO optimization
• Influencer and partnership strategy

3.4 Analytics and Reporting

• Performance dashboard setup and maintenance
• Weekly or monthly analytics reports
• ROI tracking and attribution analysis
• Strategic recommendations based on data insights

The specific scope of Services will be detailed in a Statement of Work or Service Agreement executed by both parties.

4. Account Registration and Security

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

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your account credentials secure and confidential
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

We reserve the right to disable any user account at any time if, in our sole discretion, you have violated these Terms of Service or if we determine that your account poses a security risk.

For social media management services, you may be required to provide account access credentials or grant administrative permissions. You acknowledge that providing such access is necessary for us to perform the Services and that you have the authority to grant such access.

5. Service Engagement Process

5.1 Proposal and Acceptance

Following an initial consultation, we will provide a written proposal or Statement of Work detailing the scope of Services, Deliverables, timeline, and fees. This proposal must be signed and returned by the Client to constitute a binding agreement.

5.2 Discovery and Onboarding

Upon execution of the Agreement, we will conduct a discovery phase to understand your brand, goals, target audience, and competitive landscape. You agree to provide timely access to necessary information, assets, and personnel to facilitate this process.

5.3 Content Creation and Approval

Content will be created according to the agreed-upon content calendar. Depending on your Service tier, content may be:

• Auto-publish: Content is published without prior approval (Client may request changes post-publication)
• Approval-required: Content is submitted for Client approval before publication

Approval requests must be responded to within the timeframe specified in your Statement of Work. Failure to respond within the specified timeframe constitutes approval to publish.

5.4 Reporting and Communication

Regular reporting and communication will be provided as specified in your Service Agreement. Standard communication channels include email, scheduled video calls, and project management tools.

6. Payment Terms and Fees

6.1 Fee Structure

Fees for Services will be as specified in your signed Proposal or Statement of Work. All fees are quoted in US Dollars (USD) unless otherwise agreed in writing.

6.2 Payment Schedule

Payment terms are as follows:

• Monthly Plans: Payment due in full before the start of each service month
• Quarterly Plans: Payment may be made monthly or in full upfront (with applicable discount)
• Project-Based Work: 50% deposit due upon execution, 50% due upon completion

6.3 Payment Methods

We accept payment via credit card (processed through Stripe), ACH bank transfer, or check. For recurring services, Clients may authorize automatic recurring charges.

6.4 Late Payments

Payments not received within 7 days of the due date are considered late. Late payments may result in:

• Suspension of Services until payment is received
• A late fee of 1.5% per month on the outstanding balance
• Revocation of access to deliverables and reports

6.5 Expenses

Unless otherwise specified in the Statement of Work, fees do not include third-party expenses such as paid advertising spend, stock photography licenses, software subscriptions, or travel expenses. Such expenses, if incurred, will be billed separately with prior approval.

6.6 Taxes

All fees are exclusive of applicable taxes. Client is responsible for payment of all sales, use, value-added, or other taxes arising from the Services.

7. Cancellation and Refund Policy

7.1 Cancellation by Client

Clients may cancel Services according to the following terms:

• Monthly Plans: Cancellation requires 30 days' written notice. Services will continue until the end of the current billing period.
• Quarterly Plans: Cancellation requires 30 days' written notice prior to the quarterly renewal date. No refunds for partial quarters.
• Project-Based Work: Cancellation fees apply based on work completed to date.

7.2 Refund Policy

Our refund policy is as follows:

• Monthly service fees are non-refundable once the service month has begun
• Project deposits are non-refundable once work has commenced
• In the event of material breach by Guiza Media LLC, a prorated refund may be issued

7.3 30-Day Growth Guarantee

For eligible Growth and Scale plans, we offer a 30-day satisfaction guarantee. If measurable improvements in agreed-upon key metrics are not demonstrated within 30 days of service commencement, we will continue working at no additional charge until such improvements are achieved. This guarantee does not apply to Starter plans or project-based work.

7.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days of receiving written notice.

8. Intellectual Property Rights

8.1 Client Content and Materials

You retain all rights to any content, materials, or intellectual property you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use, reproduce, modify, and distribute Client Materials solely for the purpose of providing the Services.

8.2 Deliverables and Work Product

Upon full payment of all fees due:

• You will own all rights, title, and interest in the final Deliverables specifically created for you
• We retain the right to use Deliverables in our portfolio, case studies, and marketing materials unless otherwise agreed in writing
• We retain ownership of all pre-existing materials, templates, methodologies, and tools used in creating the Deliverables

8.3 Third-Party Assets

Any stock photography, fonts, music, or other third-party assets used in Deliverables are subject to the licensing terms of the respective rights holders. Where possible, we will use assets with perpetual, royalty-free licenses. Specific licensing terms will be noted in the Statement of Work.

8.4 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

8.5 Trademarks

Nothing in this Agreement grants either party any right to use the other party's trademarks, service marks, logos, or brand names without prior written consent.

9. Confidentiality and Non-Disclosure

9.1 Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations of Confidentiality

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information
• Not disclose Confidential Information to any third parties without prior written consent
• Use Confidential Information solely for the purpose of performing obligations under this Agreement
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care

9.3 Exceptions

The obligations in Section 9.2 do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known to the Receiving Party prior to disclosure
• Is rightfully obtained from a third party without breach of any confidentiality obligation
• Is independently developed without use of or reference to Confidential Information
• Is required to be disclosed by law, provided prompt notice is given to the Disclosing Party

9.4 Duration

The confidentiality obligations under this Section shall survive termination of this Agreement for a period of five (5) years.

10. Client Obligations and Responsibilities

To enable us to provide effective Services, you agree to:

10.1 Cooperation and Communication

• Designate a primary point of contact with decision-making authority
• Respond to requests for information, feedback, and approvals within agreed timeframes
• Provide timely access to necessary personnel, systems, and resources
• Participate in scheduled strategy calls and meetings

10.2 Content and Assets

• Provide accurate and complete information about your business, products, and services
• Supply brand assets including logos, color palettes, fonts, and style guides
• Provide access to social media accounts and analytics platforms as needed
• Ensure all Client Materials provided do not infringe third-party rights

10.3 Approvals and Authority

• Obtain all necessary internal approvals before providing direction or feedback
• Ensure that individuals providing input have authority to bind the Client
• Communicate any changes in strategy, goals, or key personnel promptly

10.4 Compliance

• Comply with all applicable laws, regulations, and Platform terms of service
• Obtain and maintain all necessary licenses and permits for your business
• Ensure that your products, services, and marketing claims are accurate and lawful

Failure to fulfill these obligations may result in delays, additional fees, or termination of Services.

11. Limitations of Liability

11.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• Our Services will meet your specific requirements or expectations
• Our Services will be uninterrupted, timely, secure, or error-free
• Any specific results, rankings, follower counts, or engagement rates will be achieved
• Any errors in the Services will be corrected

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GUIZA MEDIA LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
• ANY CONTENT OBTAINED FROM THE SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

11.3 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU HAVE PAID TO US FOR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

11.4 Essential Purpose

The limitations of liability in this Section apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.

11.5 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless Guiza Media LLC and its licensees, licensors, employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Services, including any data or content transmitted or received by you
• Your violation of any term of this Agreement
• Your violation of any third-party right, including without limitation any intellectual property, property, or privacy right
• Any claim that your content caused damage to a third party
• Any Client Materials that infringe or misappropriate any third-party intellectual property rights
• Your violation of any applicable laws, regulations, or Platform terms of service

This defense and indemnification obligation will survive termination of this Agreement and your use of the Services.

13. Termination

13.1 Termination by Client

You may terminate this Agreement according to the cancellation procedures outlined in Section 7 (Cancellation and Refund Policy).

13.2 Termination by Company

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service.

13.3 Effect of Termination

Upon termination:

• All licenses and rights granted to you under this Agreement will immediately cease
• You remain liable for all amounts due up to and including the date of termination
• We will deliver any completed but unpaid-for Deliverables upon receipt of payment
• Each party will return or destroy the other party's Confidential Information
• Sections intended to survive termination shall remain in effect

13.4 Access After Termination

Following termination, we will maintain administrative access to connected social media accounts for a transition period of up to 30 days, after which access will be revoked unless otherwise agreed in writing.

14. Dispute Resolution

14.1 Informal Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute informally by contacting the other party in writing with a detailed description of the dispute.

14.2 Mediation

If the dispute cannot be resolved informally within 30 days, the parties agree to attempt to resolve the dispute through non-binding mediation administered by a mutually agreed-upon mediator.

14.3 Arbitration

If mediation is unsuccessful, any dispute shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Albuquerque, New Mexico, and shall be conducted in English.

14.4 Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

14.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law provisions.

14.6 Jurisdiction

Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in Albuquerque, New Mexico. You waive any objection to this venue and to personal jurisdiction in such courts.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with any Statements of Work and Privacy Policy, constitutes the entire agreement between you and Guiza Media LLC regarding our Services and supersedes all prior agreements, understandings, and representations.

15.2 Amendments

We may amend these Terms of Service at any time by posting the amended terms on our website. Your continued use of our Services following any changes constitutes acceptance of the revised terms.

15.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right shall operate as a waiver thereof.

15.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement, without affecting the validity of the remaining provisions.

15.5 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.7 Relationship of Parties

Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or employment relationship between the parties. Guiza Media LLC is an independent contractor.

15.8 Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or nationally recognized overnight courier to the addresses specified in this Agreement or such other address as either party may designate by notice.

15.9 Headings

The headings in this Agreement are for convenience only and shall not affect its interpretation.

16. Contact Information

If you have any questions about these Terms of Service, please contact us:

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