Terms of Service

Effective Date: [Current Date]

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GYM Media LLC ("Company," "we," "us," or "our") concerning your access to and use of the gymmedia.co website and any services provided by GYM Media LLC.

By accessing our website or engaging our services, you represent that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our services.

2. Description of Services

GYM Media LLC is a social media agency providing the following services:

• Social media strategy development and consultation
• Content creation and curation
• Social media account management
• Social media advertising and campaign management
• Analytics and performance reporting
• Brand development and positioning
• Influencer marketing coordination
• Other digital marketing services as agreed upon

Specific services, deliverables, and timelines will be outlined in individual service agreements or proposals.

3. Client Accounts and Responsibilities

3.1 Account Access

To engage our services, you may need to provide access to your social media accounts, advertising platforms, and analytics tools. You agree to:

• Provide accurate and complete information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access
• Accept responsibility for all activities under your accounts

3.2 Client Obligations

You agree to:

• Provide timely feedback and approvals as required
• Supply necessary materials, content, and information
• Ensure all provided materials do not infringe on third-party rights
• Maintain appropriate licenses for any software or platforms required
• Comply with all applicable laws and platform terms of service

4. Payment Terms

4.1 Fees and Payment

• Service fees will be outlined in your service agreement or proposal
• Payments are accepted via PayPal, Squarespace Commerce, and Zelle
• Unless otherwise specified, payment is due upon receipt of invoice
• Recurring services are billed monthly in advance
• Project-based work requires a 50% deposit before commencement unless otherwise agreed

4.2 Late Payments

Late payments may result in:

• Suspension of services until payment is received
• Late fees of 1.5% per month or the maximum allowed by law
• Collection costs and attorney fees if legal action is necessary

4.3 Refunds

Due to the nature of digital marketing services:

• Monthly retainer fees are non-refundable once work has commenced
• Deposits are non-refundable unless we fail to deliver agreed services
• No refunds are provided for completed work or achieved results

5. Intellectual Property Rights

5.1 Client Content

You retain all rights to your pre-existing trademarks, logos, and materials. By providing content to us, you grant GYM Media LLC a non-exclusive, worldwide license to use, modify, and display such content solely for the purpose of providing services to you.

5.2 Work Product

Unless otherwise agreed in writing:

• Upon full payment, you own all custom content created specifically for you
• We retain rights to our methodologies, processes, and general knowledge
• We may showcase work created for you in our portfolio with your permission
• Third-party assets (stock photos, licensed music) remain subject to their original licenses

5.3 Company Property

All GYM Media LLC proprietary tools, templates, processes, and pre-existing materials remain our exclusive property.

6. Confidentiality

Both parties agree to:

• Keep confidential all non-public business information
• Use confidential information only for providing/receiving services
• Protect confidential information with reasonable care
• Not disclose confidential information to third parties without written consent

This obligation survives termination of services for a period of three (3) years.

7. Performance and Results Disclaimer

• Specific follower growth or engagement rates
• Sales or revenue increases
• Viral content or specific reach metrics
• Search rankings or advertising performance

Social media and digital marketing results depend on numerous factors beyond our control, including algorithm changes, market conditions, competition, and audience behavior.

8. Limitation of Liability

8.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GYM MEDIA LLC'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8.2 Exclusions

IN NO EVENT SHALL GYM MEDIA LLC BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• DAMAGE TO REPUTATION OR LOSS OF DATA
• THIRD-PARTY CLAIMS

9. Indemnification

You agree to indemnify, defend, and hold harmless GYM Media LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorney fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Content you provide that infringes on intellectual property rights
• Your products, services, or business operations
• Misuse of our services

10. Term and Termination

10.1 Term

These Terms remain in effect until terminated by either party. Service-specific terms are defined in individual agreements.

10.2 Termination

• Monthly Services: Either party may terminate with 30 days written notice
• Project-Based Work: Termination terms specified in project agreement
• For Cause: Either party may terminate immediately for material breach

10.3 Effects of Termination

Upon termination:

• Client pays all outstanding fees for work completed
• We provide client with deliverables completed and paid for
• Both parties return or destroy confidential information
• We assist with reasonable transition of accounts (additional fees may apply)

11. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or website notice at least 30 days before taking effect. Continued use of services after changes constitutes acceptance of modified Terms.

12. Third-Party Platforms

Our services involve use of third-party platforms (Facebook, Instagram, Twitter, LinkedIn, TikTok, etc.). You acknowledge that:

• We are not responsible for platform changes, outages, or policy modifications
• You must comply with all platform terms of service
• Platform violations may result in account suspension or termination
• We cannot guarantee recovery of suspended or terminated accounts

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

13.2 Arbitration

Any disputes shall be resolved through binding arbitration in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party may recover reasonable attorney fees.

13.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or breach of confidentiality.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any service agreements, constitute the entire agreement between parties.

14.2 Severability

If any provision is found unenforceable, the remaining provisions continue in effect.

14.3 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement.

14.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

14.5 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or internet outages.

14.6 Relationship

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

15. Acceptable Use Policy

You agree not to use our services for:

• Illegal activities or content
• Harassment, hate speech, or discrimination
• Spam or deceptive practices
• Infringement of intellectual property rights
• Distribution of malware or harmful code
• Activities that violate platform terms of service
• Adult content without prior written agreement

16. Privacy

Your use of our services is also governed by our Privacy Policy, available at gymmedia.co/privacy-policy.