Terms of Use and Service Agreement

This Addendum is incorporated into and governed by the Gaviso Terms of Use and Service Agreement.

Last Updated: May 7, 2025

This Addendum applies to all Enterprise Clients engaging Gaviso Digital Marketing, LLC (“Gaviso”) through high-value, customized, or strategic service agreements that go beyond standard subscription plans. It incorporates and supersedes the terms formerly outlined in the standalone Private Client-Level Agency Agreement and is hereby made part of the Master Terms of Use and Service Agreement.

1. Scope of Engagement

1.1 Customized Scope. Enterprise engagements typically include—but are not limited to—branding, custom web development, strategic marketing, long-term digital transformation, and/or data-driven automation projects. The scope will be defined in the accepted proposal, Statement of Work (SOW), or onboarding document.

1.2 Non-Subscription Services. Unlike SaaS or recurring design services, enterprise projects may include:

• One-time deliverables with milestone-based timelines
• Strategic retainers
• Confidential engagements with internal or external stakeholders

 

2. Agreement Formation and Onboarding

2.1 Proposal Approval. Engagements commence upon written approval of a formal proposal or SOW, which becomes binding upon execution or written acceptance by the Client.

2.2 Binding Upon Acceptance. The terms of this Addendum and the Master Agreement are deemed accepted upon project kickoff or any written confirmation to proceed, regardless of whether a physical signature is collected.

2.3 Enterprise Portal Access. Gaviso may provide access to a private client dashboard or collaboration system for project oversight, communication, and file sharing. Use of this platform is subject to the applicable Acceptable Use Policy.

 

3. Fees, Billing, and Early Termination

3.1 Billing Model. Enterprise projects may be billed according to:

• Milestone-based invoices,
• Monthly retainers,
• Hourly billing at Gaviso’s published professional rates,
• Or a blended structure as defined in the accepted proposal or Statement of Work (SOW).

3.2 Payment Methods. Accepted payment methods include:

• Wire transfer to the banking details provided on Gaviso’s invoice; or
• Credit card on file, securely stored in Gaviso’s billing system through a PCI-compliant processor.

Clients electing to pay by credit card authorize Gaviso to charge the card for each approved invoice or recurring installment. Gaviso reserves the right to require prepayment for certain phases or engagements.

3.3 Early Cancellation. If the Client elects to terminate the project early for convenience (outside material breach by Gaviso), the Client shall be invoiced for all work performed up to the date of cancellation at a billable rate of $150 per hour, including planning, design, strategy, and communication time not already invoiced.

3.4 Refunds. No refunds shall be issued for partially completed work or unused milestones unless termination is due to a verified failure by Gaviso to perform according to material terms. A 7-day grace period from project initiation applies for full refund eligibility (only if no work has commenced).

 

4. Intellectual Property and Confidentiality

4.1 Ownership. Final deliverables (approved and paid in full) are assigned to the Client with full usage rights unless otherwise restricted by third-party licenses. Gaviso retains ownership of proprietary systems, templates, frameworks, and processes used during project execution.

4.2 Confidentiality. Each party agrees to protect confidential or sensitive business information shared in the course of the engagement. NDA provisions may be executed separately or implied under this Addendum.

4.3 Portfolio Use. Unless restricted by a signed NDA or marked as confidential, Gaviso may include enterprise deliverables in its marketing portfolio.

 

5. Client Responsibilities

5.1 Timely Communication. Enterprise Clients must respond to content approvals, provide access credentials, and attend scheduled meetings in a timely manner. Delays may impact the timeline and incur rescheduling fees.

5.2 Content Ownership. Clients are responsible for the legality and accuracy of all content, assets, and representations provided. This includes claims made in marketing copy or public-facing deliverables.

 

6. Project-Specific Modifications

6.1 Flexibility of Terms. Specific provisions in an approved SOW or MSA (Master Services Agreement) may override individual sections of this Addendum, provided such modifications are in writing and mutually agreed.

6.2 Third-Party Involvement. If Gaviso coordinates with vendors, subcontractors, or external service providers on the Client’s behalf, the Client agrees to be bound by those third-party terms and assumes payment responsibility for all pass-through costs unless otherwise stated.

 

7. Disclaimers and Limitation of Liability

7.1 No Performance Guarantee. Strategic outcomes (e.g. increased sales, leads, or engagement) are not guaranteed unless expressly defined in a performance-based contract. Gaviso provides services in good faith using commercially reasonable best practices.

7.2 Limitation of Liability. Gaviso’s total liability under any enterprise engagement shall not exceed the fees paid in the six (6) months preceding the claim. Gaviso is not liable for consequential damages, lost profits, or reputational harm.

7.3 Indemnification. The Client agrees to indemnify and hold Gaviso harmless against any third-party claims arising from the use of deliverables, content, or strategies created under the engagement.

8. Optional Custom Legal Provisions

Upon written request by the Client, Gaviso may provide or enter into additional legal agreements or addenda including:

• a Mutual Non-Disclosure Agreement (NDA),
• a Limited Exclusivity Agreement defining market, industry, or regional restrictions, and/or
• compliance-sensitive addenda tailored to regulated industries (e.g., financial services, healthcare, cannabis).

The availability and scope of such provisions shall be evaluated on a case-by-case basis. Execution of such agreements is subject to mutual approval and may require additional negotiation, fees, or timeline adjustment.