Terms of Use and Service Agreement

Effective Date: May 7, 2025
Last Updated: May 7, 2025

Gaviso Digital Marketing, LLC
8991 Keith Ave., West Hollywood, CA 90069
www.gaviso.agency

1. Introduction and Acceptance
This Terms of Use and Service Agreement (“Agreement”) constitutes a legally binding contract between you (“User,” “Client,” or “you”) and Gaviso Digital Marketing, LLC (“Gaviso,” “we,” “our,” or “us”), a California limited liability company, governing your access to and use of any platform, service, product, application, or content offered by Gaviso, whether offered as a subscription-based software-as-a-service (SaaS), one-time project engagement, or any related support services.

By accessing, registering, purchasing, or using any service provided by Gaviso, including but not limited to Gaviso CXA, GDM Studio, KineticCloud, SendFusion, OneCard, and GavisoOne, you expressly acknowledge that you have read, understood, and agree to be legally bound by the terms of this Agreement. If you do not agree to all terms herein, you must not use any Gaviso service.

This Agreement is effective immediately upon your use of any Gaviso platform, including during free trials, and remains in effect until terminated as set forth herein.

2. Definitions

The following definitions shall apply throughout this Agreement:

  • “Services” means any and all subscription-based or one-time services provided by Gaviso, including digital marketing services, managed hosting, platform access, design subscriptions, or other related offerings.
  • “Platform” means any software system, SaaS solution, listing network, hosted service, or client-access portal provided by Gaviso, including but not limited to Gaviso CXA, GDM Studio, KineticCloud, SendFusion, OneCard, GavisoOne, Frisber, and StackAdvisor. Additional platforms governed under this Agreement may be added by published Addenda or upon notice to the Client.
  • “User Account” means an account created by a user to access or manage any Gaviso service.
  • “Client Content” refers to any data, files, images, text, or materials submitted by or on behalf of the user.
  • “Custom Engagement” refers to any project-based work initiated by proposal and approved outside standard subscription plans.
  • “Enterprise Client” refers to clients entering into customized or high-value contracts with specific terms, including those formerly governed by a separate Agency Agreement.

3. Scope of Services
This Agreement governs all Gaviso services unless otherwise noted in a separate, service-specific terms document. It includes both:

  • Standardized Offerings: Subscription services accessed through our platforms (e.g., CRM tools, hosting plans, marketing automation software).
  • Custom Engagements: Bespoke creative, branding, or technical services initiated via proposal, including enterprise-level agreements.

For purposes of legal clarity, this Agreement incorporates applicable addenda, each of which governs a distinct service vertical and is binding upon use of that respective service.

4. Account and Access Terms

4.1 Eligibility. You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use any Gaviso services.

4.2 Account Registration. To access certain services, you may be required to register an account. You agree to provide accurate, current, and complete information during registration and to keep this information up to date. Gaviso reserves the right to suspend or terminate any account that is suspected to contain false or incomplete information.

4.3 Account Security. You are solely responsible for maintaining the confidentiality of your login credentials and for any activity conducted through your account. Gaviso shall not be liable for unauthorized access resulting from your failure to safeguard credentials.

4.4 Access Rights. Subject to compliance with this Agreement and payment of applicable fees, Gaviso grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our services for your internal business purposes only.

4.5 Prohibited Conduct. You may not:

  • Use services for any unlawful purpose;
  • Attempt to access systems or data without authorization;
  • Resell, license, sublicense, or commercially exploit Gaviso platforms or services unless explicitly permitted;
  • Interfere with or disrupt any service operation, server, or network.

5. Fees, Billing, and Renewals

5.1 Subscription Billing. Fees for subscription-based services are billed in advance on a monthly or annual basis, as indicated at the time of purchase. Your subscription will automatically renew unless canceled in accordance with Section 6.

5.2 One-Time Services. Services offered as one-time or custom engagements are billed per project, milestone, or time-based increments, and may require an upfront deposit.

5.3 Early Cancellations. Unless explicitly waived in writing, cancellation of custom or one-time projects prior to completion shall be subject to a nonrefundable charge based on a billable rate of $150.00 per hour for work completed to date.

5.4 Late Payments. Unpaid invoices shall incur a finance charge of 1.5% per month (or the highest rate permitted by law), plus collection and legal costs if applicable. Gaviso may suspend or terminate services for accounts more than 10 days overdue.

5.5 Domain Renewals. All domain names managed or registered through Gaviso will be renewed automatically 30 days prior to expiration to avoid service interruption. You are responsible for ensuring your billing information remains current.

5.6 Taxes. All fees are exclusive of applicable sales, use, VAT, or similar taxes, which shall be your sole responsibility unless otherwise required by law.

6. Refund and Cancellation Policy

6.1 General Policy. All purchases are final. No refunds will be issued for any one-time services, including branding packages, design projects, strategy reports, or any other non-subscription deliverables, except as permitted under Section 6.5 (Grace Period).

6.2 Subscription Services. Subscription-based services may be canceled at any time prior to the next billing cycle to avoid renewal. No refunds will be issued for partial months or unused features, except as permitted under Section 6.5.

6.3 Project-Based Work. If you cancel a custom engagement after commencement, you agree to compensate Gaviso for all work completed to date, billed at a rate of $150.00 per hour, in addition to any out-of-pocket expenses incurred, subject to the grace period outlined below.

6.4 Exceptional Cases. Gaviso may, at its sole discretion, issue partial refunds or service credits in the event of material service failure, extended platform outage, or other extraordinary circumstances. Such determinations are made on a case-by-case basis and shall not establish precedent.

6.5 Grace Period for Refunds.

A full or partial refund may be requested within seven (7) calendar days of (i) execution of a Service Agreement or (ii) initiation of service access—whichever occurs first. This refund is available only if no substantial work or deliverables have been completed, and shall not apply to domain registrations, non-refundable third-party costs, or time and materials already incurred. Gaviso reserves the right to deduct billable hours or costs incurred within this 7-day window prior to issuing any refund.

7. Intellectual Property

7.1 Ownership of Client Content.
You retain all rights, title, and interest in and to any data, files, images, text, trademarks, or other materials you upload or provide to Gaviso in the course of using any service (“Client Content”). By submitting Client Content, you grant Gaviso a non-exclusive, royalty-free, worldwide license to use, reproduce, display, modify, and distribute such content solely for the purpose of providing the contracted services.

7.2 Final Deliverables.
Upon full payment of all fees, Gaviso assigns to you all right, title, and interest in the final deliverables explicitly identified in a custom project or branding engagement as “Final Deliverables,” including copyrights in visual design, graphics, copywriting, and other original works of authorship created specifically for you. All such transfers are limited to the intended use and scope defined in the service or project agreement.

7.3 Preliminary Works and Drafts.
All preliminary works, drafts, concepts, internal tools, sketches, and other non-final creative content (“Preliminary Works”) remain the sole and exclusive property of Gaviso and may not be used, copied, or distributed without written permission.

7.4 Gaviso Platform Tools and Software.
All underlying software, source code, automation workflows, scripts, and design systems used to operate Gaviso’s platforms, including but not limited to Gaviso CXA, GDM Studio, KineticCloud, and SendFusion, are proprietary to Gaviso or its licensors. You receive only a limited, non-exclusive, non-transferable license to use such platforms as provided for under your plan or service agreement. You may not copy, reverse engineer, or modify any part of the platform infrastructure.

7.5 Third-Party Materials.
Any third-party software, assets, or licensed elements (e.g. stock images, fonts, integrations, external plugins) included in your deliverables remain the property of their respective owners. You are responsible for complying with any licensing terms applicable to such third-party materials unless Gaviso expressly states that such licenses have been secured on your behalf.

7.6 Trademarks.
If Gaviso provides you with branding or logo designs intended for trademark registration, you are solely responsible for verifying legal availability and securing registration. Gaviso disclaims all liability related to trademark clearance or infringement claims.

7.7 Portfolio Use.
Unless otherwise agreed in writing, Gaviso retains the right to display, publish, or include completed deliverables (excluding confidential data) in its portfolio, case studies, and marketing materials for promotional purposes.

8. Platform-Specific Addenda
The following Addenda are incorporated into and made part of this Agreement. Each Addendum governs the specific terms of use and service conditions applicable to the corresponding platform or product offering by Gaviso Digital Marketing, LLC.

9. Client Responsibilities

9.1 Accuracy of Information.
You agree to provide complete, accurate, and up-to-date information during registration, billing, and service-related communications. You are solely responsible for updating such information as necessary to maintain accuracy.

9.2 Timely Communication.
You agree to respond promptly to Gaviso requests for approvals, feedback, content submissions, or clarification required for the performance of services. Delays in response may impact delivery timelines and do not relieve you of payment obligations.

9.3 Proofreading and Final Review.
You are responsible for reviewing and approving all final deliverables, content, designs, and campaigns prior to publication or distribution. Gaviso shall not be liable for errors that appear in materials after your approval has been given.

9.4 Compliance with Laws.
You agree to use Gaviso’s services in full compliance with all applicable federal, state, provincial, and local laws, regulations, and codes in the United States and Canada, including but not limited to:

  • U.S. CAN-SPAM Act and TCPA (for email marketing and telecommunication-based services)
  • Canadian CASL
  • California Consumer Privacy Act (CCPA), if applicable
  • Data privacy and protection regulations relevant to your jurisdiction or your customer base

9.5 Acceptable Use.
You may not use Gaviso’s platforms or services to:

  • Disseminate unlawful, deceptive, defamatory, or discriminatory content;
  • Send unsolicited email campaigns using purchased or third-party contact lists;
  • Misrepresent your identity or the origin of communications;
  • Violate intellectual property rights or privacy rights of third parties.

9.6 Third-Party Accounts and Integrations.
You are solely responsible for any third-party tools, platforms, or accounts connected to your Gaviso services. You agree to comply with the applicable terms of such third-party services, including but not limited to domain registrars, CRM platforms, social media APIs, or analytics providers.

9.7 Backup and Retention.
While Gaviso may offer periodic backups for certain services (e.g. hosting), you remain responsible for retaining copies of your original files, credentials, and business-critical data. Gaviso is not liable for data loss resulting from user negligence, third-party integrations, or failure to maintain local backups.

10. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, hire, or engage any employee, contractor, or representative of Gaviso without Gaviso’s prior written consent.

This restriction shall not apply to general employment advertisements or solicitations not specifically directed at Gaviso personnel.

11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

The parties agree that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party hereby irrevocably submits to the jurisdiction of such courts.

12. Modifications
Gaviso reserves the right to modify, amend, or update these Terms at any time in its sole discretion. The revised version will be posted on the Gaviso website with the updated effective date.

Material changes will be communicated to active users via email or platform notification. Continued use of any Gaviso service or platform following such notice constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of all Gaviso services prior to the effective date of the changes.

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Questions? Email us at: team@gaviso.agency