Service Terms

These Service Terms apply to brand management, branding, creative direction, marketing, digital strategy, project coordination and business-operations services ("Services") that LUXYE INC, a Florida corporation ("LUXYE," "we," "us," or "our"), provides to a client ("Client," "you"). They form part of every engagement unless a signed agreement says otherwise.

1. How an engagement is formed

Services begin only after both parties sign a written proposal, statement of work or services agreement (each a "Statement of Work"). The Statement of Work sets the scope, deliverables, timeline, fees and payment schedule. If these Service Terms and a signed Statement of Work conflict, the Statement of Work controls. Website descriptions, emails, calls and proposals that have not been signed are not offers and do not bind either party.

2. Scope of Services

LUXYE provides only the Services described in the Statement of Work. Depending on the engagement, these may include:

Brand management: stewardship of brand standards, guidelines, approvals and consistency across products, channels and partners.
Branding and identity: positioning, naming direction, voice, identity systems, logos, palettes, typography and brand guidelines.
Creative direction: concepts, art direction, shot lists, campaign and content direction, and creative review.
Marketing strategy: channel plans, content calendars, launch sequencing and campaign planning.
Digital strategy: recommendations on websites, tools, platforms and content systems.
Project coordination: management of timelines, vendors, approvals and production for launches, shoots and builds.
Business operations: process mapping, documentation, workflow design and automation of repeatable work.

Work outside the Statement of Work, including additional rounds, new deliverables, rush timelines or new channels, is a change in scope. Changes require written approval and may change fees and timelines.

3. Client responsibilities

You agree to provide accurate information, timely feedback, access to accounts and materials reasonably needed, and a single decision-maker for approvals. You are responsible for the accuracy and legality of materials you supply, including claims about your products and services, and for obtaining any permissions, releases or licenses for materials you provide. Delays in feedback, approvals or access extend the timeline and may result in rescheduling fees stated in the Statement of Work.

4. Reviews, revisions and approvals

Each Statement of Work states the number of review and revision rounds included. A deliverable is considered approved when you approve it in writing, use it publicly, or do not request revisions within ten (10) business days of delivery, whichever comes first. Revisions beyond the included rounds, or requests that change an approved direction, are billed as a change in scope.

5. Fees, payment and expenses

Fees, deposits and payment due dates are set in the Statement of Work. Unless the Statement of Work states otherwise:

A deposit is due before work begins and is non-refundable once work has started.
Invoices are due within fifteen (15) days of the invoice date.
Pre-approved third-party costs, such as photography, talent, printing, software, stock media, advertising spend, shipping and travel, are billed to you at cost or paid by you directly.
LUXYE may pause work while an invoice is more than fifteen (15) days overdue. Pausing work extends the timeline.
Fees do not include sales or other taxes, which are your responsibility where applicable.

6. Ownership and intellectual property

Final deliverables. When LUXYE has received full payment for an engagement, you own the final, approved deliverables identified in the Statement of Work as being transferred to you, and LUXYE assigns to you its rights in them, except as stated below.

LUXYE materials. LUXYE keeps all rights in its pre-existing materials, methods, templates, frameworks, know-how, tools, processes and general skills, and in drafts, concepts and options that you did not select ("LUXYE Materials"). Where LUXYE Materials are built into a final deliverable, you receive a non-exclusive, perpetual license to use them as part of that deliverable.

Third-party materials. Fonts, stock images, software, platforms, music and other third-party materials are licensed under their own terms and are not owned by either party. You are responsible for maintaining any required licenses after delivery.

Before payment. Until full payment is received, LUXYE retains all rights in the work, and you may not use deliverables publicly.

Portfolio. Unless the Statement of Work states otherwise or the work is confidential, LUXYE may show completed work and name you as a client in its portfolio, website and presentations after the work is public.

7. Trademarks and clearance

LUXYE does not provide legal advice. Naming, logo and identity work is creative work and is not a trademark search, clearance or registration. Before adopting or filing any name, logo or slogan, you should obtain a trademark search and advice from a qualified attorney. You are responsible for that decision.

8. Accounts, platforms and operations work

Where Services involve your websites, social media, email, messaging, advertising, e-commerce, automation or other platforms, you remain the owner and account holder of those accounts and are responsible for complying with each platform's terms and for applicable laws, including advertising, privacy, email, text-messaging and consumer-protection laws. LUXYE will follow your instructions and reasonable industry practice but is not responsible for platform outages, policy changes, account restrictions, data loss caused by third parties, or changes you or others make. You should keep your own backups and access credentials, and change shared passwords at the end of an engagement.

9. No guarantee of results

LUXYE will perform the Services in a professional and workmanlike manner. Marketing, branding and operational outcomes depend on many factors outside our control. LUXYE does not guarantee any particular sales, revenue, audience growth, engagement, search ranking, investment, funding or other business result.

10. Not professional advice

LUXYE's Services are management, creative, marketing and operational services. They are not legal, tax, accounting, investment, securities, insurance or other licensed professional advice. You should consult qualified professionals for those matters.

11. Confidentiality

Each party will keep confidential the other party's non-public business, financial, technical and customer information that it receives during the engagement, use it only to perform or receive the Services, and protect it with reasonable care. This duty does not apply to information that is public, already known, independently developed or lawfully received from someone else, or that must be disclosed by law. This duty continues for two (2) years after the engagement ends, and for trade secrets for as long as they remain trade secrets.

12. Independent contractor

LUXYE is an independent contractor. Nothing in these Service Terms creates an employment, partnership, joint venture or agency relationship. LUXYE may use qualified employees, contractors and vendors to perform the Services and remains responsible for their work.

13. Term, cancellation and termination

Either party may end an engagement by giving written notice as stated in the Statement of Work, or, if none is stated, fourteen (14) days' written notice. Either party may end an engagement immediately if the other materially breaches it and does not cure the breach within ten (10) days after written notice. When an engagement ends, you will pay for Services performed and expenses incurred through the end date, plus any non-cancellable commitments. Deposits are not refunded once work has started. Ownership of deliverables transfers only for work that has been fully paid for.

14. Warranties and disclaimer

Each party represents that it has the authority to enter into the engagement. You represent that materials you provide do not infringe the rights of others. Except as expressly stated in these Service Terms or the Statement of Work, the Services and deliverables are provided "as is," and LUXYE disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.

15. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. LUXYE's total liability arising from an engagement will not exceed the fees you paid to LUXYE for the Services giving rise to the claim during the six (6) months before the claim arose.

16. Indemnification

You will defend and indemnify LUXYE against third-party claims arising from materials you provide, your products or services, your use of the deliverables after approval, or your violation of law or platform terms. LUXYE will defend and indemnify you against third-party claims that original deliverables created by LUXYE, as delivered, infringe a third party's copyright, except to the extent the claim arises from materials you provided or changes made by anyone other than LUXYE.

17. Communications

LUXYE may communicate with you about an engagement by email, phone, video call and, if you have opted in, text message. Text messages are subject to the SMS Messaging Terms in our Terms and Conditions. Written approvals and notices may be given by email.

18. Governing law and disputes

These Service Terms and each engagement are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute by discussion for at least thirty (30) days. Any dispute that is not resolved will be brought in the state or federal courts located in Florida, and each party consents to their jurisdiction.

19. General

These Service Terms, together with the Statement of Work, are the entire agreement for an engagement and replace prior discussions. Changes must be in writing and signed or approved by email by both parties. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. You may not assign an engagement without LUXYE's written consent. Sections that by their nature should survive, including payment, ownership, confidentiality, limitation of liability and indemnification, survive the end of an engagement.

20. Contact

LUXYE INC Email: hello@luxye.org Phone: (408) 357-0341 Website: luxye.org