Terms And Conditions

These Terms and Conditions (“Terms”) are an integral part of the Agreement (as that word is defined in the “Agreement” that incorporates and refers to these Terms) entered into by and between Liquimation LLC, doing business as Liquid Media (“Agency”), and the Client (“Client”). Agency and Client acknowledge that the Agreement incorporates these Terms, and that the Agreement and these Terms are legally binding and may only be modified through mutual written consent. Client and Agency are sometimes referred to collectively herein as the “Parties”.

1. Prevailing Terms And Conditions

The Agreement and the Terms together with any appendices, proposals, or estimates attached hereto, constitute the entire understanding between Agency and the Client regarding the purchase of products and services specified in the Agreement. The Agreement and the Terms supersede all prior agreements between the Parties. In the event of any inconsistency, the Agreement and the Terms shall govern and take precedence over any conflicting terms in a proposal or estimate.

2. Authorization

Agency shall not make commitments, disburse funds, or incur obligations on behalf of the Client without prior written authorization. The Client must approve all project proposals and media authorizations before Agency undertakes production, engages suppliers, or reserves media space. The Client may request modifications, cancellations, or cessation of work in progress; however, the Client agrees to compensate Agency for time incurred and any unrecoverable expenses resulting from such requests. In instances where the Client remains unresponsive for more than thirty (30) days, the Client shall be responsible for all time incurred and unrecoverable expenses.

3. Confidentiality

Agency shall not disclose, distribute, or make available to any third party any confidential, proprietary, or privileged information regarding the Client’s products, business operations, customers, or methods without the Client’s express written consent.

4. Agency Compensation, Professional Services, And Disbursements

Agency charges for creative and production time associated with its services. Proposals outlining such charges will be provided to the Client for approval. Costs such as state sales tax, shipping fees, communication expenses, travel costs, delivery charges, and other variable costs that cannot be determined prior to production are excluded from the Agreement and any initial proposals, will be billed separately. All third-party expenses, such as media buying, print production, talent fees, stock photography, and equipment rentals, shall be billed to the Client with a standard markup of 17.65%, unless noted otherwise.

5. General Billing

Payment is due upon receipt of the invoice. All deliverables are subject to Oklahoma City sales tax of 8.63%, where applicable, or whatever the then-current Oklahoma City sales tax rate is, if increased. Accounts past due by thirty (30) days may accrue interest at eighteen percent (18%) per annum (1.5% per month). The Agency reserves the right, at its sole discretion, to waive interest charges. In the event of non-payment, the Client shall be responsible for all costs incurred in enforcing the Agreement or the Terms, including but not limited to pre-litigation attorneys’ fees, post-filing litigation attorneys’ fees, collection agency fees, and any other related expenses.

Client shall be named as Advertiser and Agency shall be named as Client’s agent for all media placement requests. The Agency shall service and bill the Client each month that service is provided. Once Client pays the Agency, the Agency shall assume full financial responsibility for remitting payment to media in a timely manner. If Client fails to remit payment to the Agency, financial responsibility for payment shall lie with Client rather than the Agency. The Agreement and the Terms shall be in full force and effect until such time that Client notifies the media that Client/Agency relationship has been dissolved and all payments have been satisfied by Client.

Agency shall not be entitled to commissions with respect to space, time, facilities, materials or services in regards to published or broadcast advertising, or advertising otherwise used in media after the termination of the Agreement, except advertising prepared with the named media for publication in specified issues, or broadcast on specified dates where all material has been completed by Agency and approved by Client and delivered to media for publication, broadcast or presentation.

6. Indemnification

Agency shall exercise commercially reasonable efforts in the preparation and placement of all advertising and publicity for the Client to avoid any claims, proceedings, or litigation. Notwithstanding the foregoing, the Client agrees to indemnify, defend, and hold harmless the Agency, its employees, agents, and subcontractors from and against any claims, losses, damages, liabilities, or expenses, including reasonable attorneys’ fees, arising out of or related to:

• Any advertising or publicity prepared or published by Agency on behalf of the Client;
• The Client’s failure to obtain appropriate legal clearances for advertising content; and
• Any materials (including photographs, artwork, or proprietary content) provided by the Client that infringe upon the intellectual property, personal, or property rights of any third party.

This indemnification obligation shall survive the termination or expiration of the Agreement. Agency shall not be liable for the failure of third-party media vendors or suppliers to fulfill their obligations.

7. Errors And Omissions

The Client bears sole responsibility for reviewing and approving all proofs to ensure accuracy in all respects, including spelling, grammar, and technical content. Agency shall not be liable for any delay, omission, or error in published content unless such error arises from Agency’s willful misconduct or gross negligence. The Client is responsible for securing legal approval of all deliverables.

8. Third-Party Website Hosting Services Payment Responsibilities

Upon completion and delivery of Agency’s work product for Client’s website, Client’s website will be hosted by a third-party website hosting service, which may be selected by Client, or Agency, or both. Client agrees Agency does not provide website hosting services. Client alone is responsible for establishing and maintaining Client’s payment relationship and terms with the third-party website hosting service. Client’s responsibility includes but is not limited to timely payment of all fees and charges assessed by the third-party website hosting service.
Agency shall have no responsibility or liability for (i) Client’s failure to pay any amounts due to the third-party website hosting service, (ii) any suspension, interruption, loss, website deletion, account closure, or termination of hosting services, or (iii) any resulting loss of or damage to Client’s website, data, business, income, profits, or reputation. Client assumes full responsibility for any direct, indirect, incidental, or consequential damages that may arise from Client’s failure to maintain hosting services in good standing with the third-party website hosting service.
Agency is not responsible for monitoring Client’s third-party website hosting service’s account status, sending billing renewal reminders, or making payments to the third-party website hosting service on Client’s behalf. While Agency may, at its sole discretion, assist Client with the selection, initial setup, transition, or configuration of the third-party website hosting service, such assistance shall not create any ongoing obligation or liability on the part of Agency, nor shall it shift responsibility for hosting services from Client (or third-party website hosting service) to Agency.

9. Third-Party Domain Provider Services Payment Responsibilities

Upon completion and delivery of Agency’s work product for Client’s website, Client’s website will require an active domain name registered through a third-party domain provider, which may be selected by Client, or Agency, or both. Client agrees Agency does not provide domain registration services. Client alone is responsible for establishing and maintaining Client’s payment relationship and terms with the third-party domain provider. Client’s responsibility includes but is not limited to timely payment of all fees and charges assessed by the domain provider.

Agency shall have no responsibility or liability for (i) Client’s failure to pay any amounts due to the third-party domain provider, (ii) any suspension, interruption, loss, release, transfer, or termination of Client’s domain name, or (iii) any resulting loss of or damage to Client’s website, data, business, income, profits, or reputation. Client assumes full responsibility for any direct, indirect, incidental, or consequential damages that may arise from Client’s failure to maintain domain registration in good standing with the domain provider.

Agency is not responsible for monitoring Client’s third-party domain provider’s account status, sending billing renewal reminders, or making payments to the third-party domain provider on Client’s behalf. While Agency may, at its sole discretion, assist Client with the selection, initial setup, transition, or configuration of the domain provider, such assistance shall not create any ongoing obligation or liability on the part of Agency, nor shall it shift responsibility for domain registration services from Client (or third-party domain provider) to Agency.

10. Third-Party WordPress Plugin Services Payment Responsibilities

Client’s website may utilize third-party WordPress plugins to provide additional features and functionality. Some plugins are free, while others require paid subscriptions that may automatically renew monthly or annually, billed directly to Client’s credit card by the plugin provider. Client agrees Agency does not provide plugin services or subscription management. Client alone is responsible for establishing and maintaining Client’s payment relationship and terms with each plugin provider. Client’s responsibility includes but is not limited to timely payment of all fees and charges assessed by the plugin provider.

Agency shall have no responsibility or liability for (i) Client’s failure to pay any amounts due to a plugin provider, (ii) any suspension, interruption, loss, termination, or deletion of plugin services, (iii) any resulting loss of or damage to Client’s website, data, business, income, profits, or reputation, (iv) any loss of critical website functionality caused by the suspension or termination of plugin services, or (v) any adverse effect on the website’s security, performance, or stability resulting from interrupted or inactive plugin services. Client assumes full responsibility for any direct, indirect, incidental, or consequential damages that may arise from Client’s failure to maintain plugin subscriptions in good standing with each plugin provider.

Agency is not responsible for monitoring Client’s third-party plugin accounts, sending billing renewal reminders, or making payments to plugin providers on Client’s behalf. While Agency may, at its sole discretion, assist Client with the selection, installation, setup, or configuration of plugins, such assistance shall not create any ongoing obligation or liability on the part of Agency, nor shall it shift responsibility for plugin services from Client (or plugin provider) to Agency.

11. Third-Party Accessibility Services Payment Responsibilities

Client’s website may utilize third-party accessibility services to support compliance with ADA and WCAG standards. All such services require paid subscriptions that automatically renew monthly or annually, billed directly to Client’s credit card by the accessibility service provider. Client agrees Agency does not provide accessibility services or subscription management. Client alone is responsible for establishing and maintaining Client’s payment relationship and terms with the accessibility service provider. Client’s responsibility includes but is not limited to timely payment of all fees and charges assessed by the accessibility service provider.

Agency shall have no responsibility or liability for (i) Client’s failure to pay any amounts due to the accessibility service provider, (ii) any suspension, interruption, loss, termination, or deletion of accessibility services, (iii) any resulting loss of or damage to Client’s website, data, business, income, profits, or reputation, or (iv) any loss of ADA or WCAG compliance caused by the suspension or termination of accessibility services. Client assumes full responsibility for any direct, indirect, incidental, or consequential damages that may arise from Client’s failure to maintain accessibility services in good standing with the accessibility service provider.

Agency is not responsible for monitoring Client’s third-party accessibility accounts, sending billing renewal reminders, or making payments to accessibility service providers on Client’s behalf. While Agency may, at its sole discretion, assist Client with the selection, installation, setup, or configuration of accessibility services, such assistance shall not create any ongoing obligation or liability on the part of Agency, nor shall it shift responsibility for accessibility services from Client (or accessibility service provider) to Agency.

12. Shopify Compliance

The Client acknowledges and agrees that use of any Shopify-based website or services provided by Agency is subject to Shopify’s Terms of Service, Acceptable Use Policy, API Terms, Payments Terms, and all other applicable Shopify policies, as amended from time to time. The Client must comply fully with these terms and policies, including but not limited to rules governing prohibited products, restricted content, and acceptable business practices.

The Client is solely responsible for all products, services, content, images, text, data, applications, scripts, and other materials uploaded, listed, or otherwise made available through their Shopify store. The Client represents and warrants that all such materials comply with Shopify’s terms and conditions, all applicable laws and regulations, and the rights of third parties.

Agency does not monitor, review, or verify the Client’s products, services, or content for compliance with Shopify’s terms, applicable laws, or third-party rights. The Client accepts full responsibility for ensuring compliance and acknowledges that Agency is not liable for any failure to comply.

Agency reserves the right to suspend or terminate services, without liability, if the Client’s conduct, products, or content violate Shopify’s terms, or if Shopify suspends, restricts, or terminates the Client’s store.

The Client agrees to indemnify, defend, and hold harmless Agency, its officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s violation of Shopify’s terms, policies, or conditions; the Client’s products, content, or services; or any third-party claims alleging infringement, misrepresentation, illegality, or other misconduct related to the Client’s Shopify store.

To the fullest extent permitted by law, Agency disclaims any liability for damages of any kind arising from the Client’s failure to comply with Shopify’s terms, including but not limited to lost profits, consequential, incidental, or punitive damages. Agency’s total liability in connection with Shopify-related services shall not exceed the amounts paid by the Client to Agency for the specific services giving rise to the claim.

The obligations set forth in this Shopify Compliance Addendum, including indemnification, disclaimers, and limitations of liability, shall survive termination or expiration of Agency’s agreement with the Client.

13. Governing Law And Jurisdiction

The Agreement and the Terms shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflicts of law principles. The Parties agree that controversy or claim arising out of or relating to the Agreement between the Parties (including the Terms) that cannot be settled by the Parties directly within 30 days of notice of such controversy or claim shall be submitted to voluntary mediation, to occur in Oklahoma City, Oklahoma. The Parties agree that the costs of said mediation shall be split equally between the Parties. If such mediation is unsuccessful, then within 15 days of the conclusion of such mediation, any controversy or claim arising out of or relating to or arising out of the Agreement or the Terms between the Parties shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such Arbitration proceedings shall occur in Oklahoma City, Oklahoma.

14. Termination Rights

The terms governing the termination of the Agreement shall be specified in the Agreement. Non-cancelable commitments made by the Agency on behalf of the Client, with the Client’s prior approval, shall be assumed and paid for by the Client, who shall indemnify Agency against any associated claims.

15. Ownership Rights

Upon full payment and delivery of a project, Agency assigns ownership rights of the final design to the Client for the uses explicitly specified in the Agreement.

Agency reserves the right to photograph, distribute, or publish any work it creates for the Client for its own promotional purposes, including but not limited to portfolios, newsletters, brochures, presentations, websites, and client performance metrics such as impressions, reach, increases in same-store sales, annual revenue, advertising costs, return on investment (ROI), customer acquisition cost (CAC), customer lifetime value (CLV), and other relevant performance indicators, provided that such use does not disclose any confidential Client information.
Any unused or rejected marketing materials, advertising concepts, public relations strategies, or other creative deliverables developed by Agency shall remain the property of Agency and may be repurposed at its discretion, provided that no confidential information pertaining to the Client is disclosed.

16. Nature Of Content

The Client shall exercise due diligence in directing Agency regarding the preparation of materials and shall be solely responsible for substantiating all claims and representations. The Client assumes full responsibility for obtaining all necessary trademark, service mark, copyright, and patent clearances and shall secure any legal approvals required for publication.

17. Releases

The Client is solely responsible for obtaining any necessary talent, patient, staff, model, and/or HIPAA releases related to content created for advertising or promotional purposes.

18. Modification

These Terms along with any written Agreement signed by the Parties constitute the entire understanding between the Parties. No representations, warranties, or agreements other than those expressly set forth in the Agreement or Terms shall be binding. No agent, employee, or representative of either Party shall have the authority to alter the terms of the Agreement or Terms unless such modification is in writing and signed by authorized representatives of both Parties.

19. Severability

If any provision of the Agreement or Terms is determined to be illegal, invalid, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

Version Date: 23-May-2025