Terms of Service
Last Updated: December 1,2025
Updated By: Julius Soriano
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you and DOCH & Company, LLC, doing business as Red Maya Media ("Red Maya Media," "we," "us," or "our"), concerning your access to and use of the www.redmayamedia.com website and any related services (collectively, the "Services").
By accessing or using our Services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use our Services.
2. Services Description
Red Maya Media provides digital marketing services including, but not limited to:
Search engine optimization (SEO)
Website design and development
Social media marketing
AI-powered content strategy and optimization
Marketing consultation and strategy services
The specific scope of services will be detailed in a separate Service Agreement or Statement of Work executed between Red Maya Media and the Client.
3. Eligibility
You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.
4. Account Registration and Security
4.1 Account Creation
Certain features of our Services may require you to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.
4.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.
4.3 Account Termination
We reserve the right to suspend or terminate your account at any time for any reason, including violation of these Terms, without prior notice.
5. Service Engagement Terms
5.1 Month-to-Month Engagement
All Services are provided on a month-to-month basis unless otherwise specified in writing. There are no long-term contracts or binding commitments beyond the current service period.
5.2 Cancellation Notice
Either party may cancel Services by providing thirty (30) days advance written notice. Cancellation notice must be sent via email to the contact information specified in Section 19 of these Terms.
5.3 Scope of Work and Client Signoffs
Each service engagement requires:
A) Initial Scope of Work:
Before Services commence, Client must review and sign off on a detailed Scope of Work document that outlines:
Specific services to be performed
Expected deliverables
Timeline and milestones
Responsibilities of each party
Any exclusions or limitations
B) Monthly Deliverables List:
At the beginning of each service period, Red Maya Media will provide Client with a Deliverables List specifying:
Tasks to be completed during the period
Expected completion dates
Any dependencies on Client input or approvals
Success criteria or performance metrics
C) Client Approval Process:
Client is responsible for:
Reviewing and approving the initial Scope of Work within five (5) business days
Reviewing monthly Deliverables Lists within three (3) business days
Providing timely feedback on work-in-progress as specified in the Deliverables List
Formally signing off on completed deliverables within five (5) business days of submission
5.4 Scope Changes
Any changes to the agreed-upon Scope of Work must be documented in writing and approved by both parties. Significant scope changes may result in adjusted pricing or timeline extensions.
5.5 Obligations During Cancellation Period
During the thirty (30) day cancellation notice period:
Red Maya Media will continue to perform Services as outlined in the current Scope of Work
Client remains responsible for payment of all fees during this period
Red Maya Media will complete any in-progress deliverables or provide work completed to date
Either party may mutually agree to an earlier termination date
5.6 Effect of Cancellation
Upon cancellation:
Client must pay for all Services rendered through the effective cancellation date
Red Maya Media will provide Client with all completed deliverables and work-in-progress (subject to full payment)
Any deposits or prepaid fees for services not yet rendered will be refunded on a pro-rata basis
The media release provisions in Section 9 remain in effect unless Client exercises their opt-out rights
5.7 One-Time Projects
For one-time projects (such as website design or audits), the engagement concludes upon completion and delivery of the agreed-upon deliverables. These projects are not subject to the month-to-month or cancellation notice provisions but still require Client signoff on the Scope of Work and completed deliverables.
6. Client Obligations
6.1 Cooperation
Client agrees to provide timely access to necessary materials, information, credentials, and approvals required for Red Maya Media to perform the Services.
6.2 Content Provision
Client is responsible for providing accurate information, content, images, logos, and other materials necessary for project completion. Client represents and warrants that they have all necessary rights and permissions for any content provided to Red Maya Media.
6.3 Third-Party Services
Client is responsible for maintaining accounts, licenses, and access to third-party platforms and services (e.g., Google Analytics, social media accounts, hosting services) as needed for service delivery.
6.4 Timely Feedback and Approvals
Client agrees to provide feedback and approvals within the timeframes specified in Section 5.3. Delays in Client feedback or approvals may result in:
Timeline extensions for deliverables
Delays in subsequent work that depends on Client approval
Inability to complete monthly deliverables within the service period
If Client fails to provide required approvals within ten (10) business days of submission, Red Maya Media may, at its discretion, consider the work approved and proceed with subsequent tasks.
6.5 Backups and Data Retention
Client is solely responsible for maintaining current backups of all websites, content, data, and digital assets. Red Maya Media strongly recommends that Client maintain independent backups and staging environments for testing changes before deployment to production systems. Red Maya Media is not responsible for maintaining backups of Client data or websites.
7. Payment Terms
7.1 Fees
Fees for Services will be specified in the applicable Service Agreement or Statement of Work. All fees are in U.S. Dollars unless otherwise specified.
7.2 Invoice Cycle and Payment Schedule
A) Monthly Retainer Services:
Invoices are issued on the 1st business day of each month for services to be performed during that calendar month
Payment is due within five (5) business days of invoice date (by the 5th of the month)
Services for the month will commence upon receipt of payment
If payment is not received by the 5th, a courtesy reminder will be sent
If payment is not received by the 15th of the month, late fees will apply and services may be suspended as described in Section 7.3
B) One-Time Projects:
50% deposit due before work commences
Remaining 50% due upon completion and delivery of final deliverables
Final deliverables will not be released until full payment is received
C) Audit and Consulting Services:
Payment due within five (5) business days of completion
Reports and findings will be delivered upon payment receipt
7.3 Late Payment
Invoices not paid within fifteen (15) days of the due date will:
Accrue a late fee of 1.5% per month (or the maximum allowed by law, whichever is less)
Result in suspension of Services until payment is received
May result in immediate termination of Services at Red Maya Media's discretion
7.4 Payment Methods
We accept payment via bank transfer, credit card, ACH, or other methods as agreed upon. Client is responsible for any transaction fees imposed by payment processors.
7.5 Automatic Payment
Clients may optionally enroll in automatic payment via credit card or ACH. Automatic payment will be processed on the 1st business day of each month. Client may cancel automatic payment by providing written notice at least five (5) business days before the next scheduled payment date.
7.6 Refunds
Deposits for one-time projects are non-refundable once work has commenced
Monthly retainer fees are non-refundable but may be pro-rated in the event of cancellation as described in Section 5.6
Refunds for completed work will be evaluated on a case-by-case basis at Red Maya Media's sole discretion
7.7 Price Adjustments
Red Maya Media reserves the right to adjust monthly retainer pricing with sixty (60) days advance written notice. Client may cancel Services in accordance with Section 5.2 if they do not agree to the price adjustment.
8. Intellectual Property Rights
8.1 Client Materials
Client retains all ownership rights to materials, content, trademarks, and intellectual property provided to Red Maya Media. Client grants Red Maya Media a non-exclusive, worldwide license to use such materials solely for the purpose of providing the Services.
8.2 Deliverables
Upon full payment of all fees, Client will own the final deliverables created specifically for Client as part of the Services, including website designs, custom graphics, and written content created specifically for Client.
8.3 Red Maya Media Property
Red Maya Media retains ownership of:
Pre-existing intellectual property, tools, templates, code libraries, and methodologies
General knowledge, skills, and experience gained during service delivery
Processes, strategies, and techniques used to deliver services
Monthly Deliverables Lists and reporting templates
8.4 Third-Party Components
Certain deliverables may incorporate third-party components (e.g., stock photos, fonts, plugins, themes, software libraries) subject to third-party licenses. Client's use of such components is governed by the applicable third-party licenses.
8.5 Portfolio Rights
Red Maya Media reserves the right to display completed work in its portfolio, case studies, and marketing materials unless Client specifically requests in writing that the work remain confidential.
9. Media Release and Use of Client Work
9.1 Grant of Rights
By engaging Red Maya Media's Services, Client hereby grants Red Maya Media a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, display, publish, and distribute any and all work performed for Client, including but not limited to:
Website designs, screenshots, and mockups
Marketing materials and content created
Social media posts and campaigns
Graphics, logos, and visual assets created or incorporated into Client's project
Before-and-after comparisons showing project results
Performance metrics and analytics data (which may be anonymized at Red Maya Media's discretion)
Photographs, videos, and other media related to the project
Client testimonials, quotes, and feedback
9.2 Purpose of Use
Red Maya Media may use Client work for the following purposes:
Portfolio showcases on www.redmayamedia.com and related properties
Case studies demonstrating service capabilities and results
Marketing materials including brochures, presentations, and proposals
Social media posts on Red Maya Media's business accounts
Blog posts, articles, and educational content
Promotional videos and multimedia presentations
Conference presentations and speaking engagements
Award submissions and industry recognition opportunities
Training materials for internal use
9.3 Client Attribution
Unless otherwise requested by Client in writing, Red Maya Media will identify Client by name and may include Client's logo, company name, and brief description of services provided when showcasing work in portfolio and marketing materials.
9.4 Opt-Out Provision
Client may opt out of this media release by providing written notice to Red Maya Media:
A) Before Work Commences:
Client must notify Red Maya Media in writing prior to the start of services if they wish to restrict the use of their work in Red Maya Media's portfolio and marketing materials. Such notification must specify:
Which materials or aspects of the project should remain confidential
The duration of the restriction (if temporary)
Any specific use cases that are permitted or prohibited
B) After Work Is Completed:
If Client did not opt out before work commenced, Client may request removal of their work from Red Maya Media's portfolio by providing written notice. Red Maya Media will use commercially reasonable efforts to remove the work from actively maintained portfolio materials within thirty (30) days of receiving such request. However, Red Maya Media is not responsible for removing work that has been:
Previously published in third-party publications or websites
Included in archived materials or presentations
Cached by search engines or internet archives
Shared by third parties on social media or other platforms
9.5 Confidential Projects
If a project is subject to a separate non-disclosure agreement (NDA) or confidentiality agreement that restricts Red Maya Media's use of Client work, the terms of that agreement shall take precedence over this Section 9.
9.6 No Additional Compensation
Client acknowledges and agrees that no additional compensation is due for Red Maya Media's use of Client work as described in this section. The fees paid for Services include the rights granted herein.
9.7 Client Representations
Client represents and warrants that:
They have the full right and authority to grant the rights described in this section
The use of Client materials by Red Maya Media as described herein will not infringe upon any third-party rights
All necessary permissions, releases, and consents have been obtained for any individuals, trademarks, or copyrighted materials included in Client-provided content
9.8 Modifications to Client Work
Red Maya Media reserves the right to make reasonable modifications to Client work for portfolio and marketing purposes, including:
Cropping or resizing images and screenshots
Obscuring confidential or sensitive information
Adding annotations, callouts, or explanatory text
Combining multiple project elements into a single showcase
Anonymizing performance data or metrics
9.9 Duration
The rights granted in this section are perpetual and survive the termination of the Services unless Client exercises their opt-out rights as described in Section 9.4.
10. Data Security and Privacy
10.1 Data Handling
Red Maya Media will implement reasonable administrative, physical, and technical safeguards to protect Client data in our possession. However, Client acknowledges that no security measures are perfect or impenetrable and that Red Maya Media cannot guarantee absolute security of data.
10.2 Limited Liability for Security Incidents
Red Maya Media shall not be liable for any unauthorized access to, alteration of, or deletion of Client data except to the extent caused by Red Maya Media's gross negligence or willful misconduct. Client is solely responsible for maintaining backups of all data and content.
10.3 Third-Party Security
Red Maya Media is not responsible for the security practices of third-party platforms (hosting providers, social media platforms, analytics services, CMS platforms, etc.) used in connection with the Services. Client acknowledges that data stored on or transmitted through third-party platforms is subject to those platforms' security measures and privacy policies.
10.4 Access Credentials
When Client provides Red Maya Media with access credentials to third-party accounts or systems:
Client remains responsible for all activity conducted using those credentials
Red Maya Media will use commercially reasonable efforts to keep credentials secure
Client should change passwords immediately upon termination of Services
Red Maya Media recommends Client use role-based access or temporary credentials where possible
10.5 Breach Notification
In the event Red Maya Media becomes aware of unauthorized access to Client data in our possession that could reasonably result in harm to Client, we will notify Client within a reasonable timeframe under the circumstances. Client is solely responsible for any legally required notifications to end users, customers, or regulatory authorities.
10.6 Data Retention and Deletion
Upon termination of Services, Red Maya Media will retain Client data only as long as reasonably necessary to fulfill any ongoing obligations or as required by law. Client may request deletion of their data by providing written notice, and Red Maya Media will use commercially reasonable efforts to delete such data within thirty (30) days, except for data we are required to retain by law or for legitimate business purposes (such as financial records or portfolio materials covered under Section 9).
11. Confidentiality
11.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship, including but not limited to business strategies, financial information, customer data, and trade secrets.
11.2 Portfolio Use Exception
Notwithstanding Section 11.1, the media release provisions in Section 9 shall take precedence, and work performed for Client may be used for portfolio and marketing purposes unless Client has exercised their opt-out rights or a separate confidentiality agreement provides otherwise.
11.3 Other Exceptions
Confidential information does not include information that:
Is or becomes publicly available through no breach of this agreement
Is independently developed without use of confidential information
Is rightfully received from a third party without restriction
Is required to be disclosed by law or court order
11.4 Duration
The confidentiality obligation survives termination of the Services and continues for a period of three (3) years.
12. Warranties and Disclaimers
12.1 Red Maya Media Warranties
Red Maya Media warrants that:
Services will be performed in a professional and workmanlike manner consistent with industry standards
We have the right and authority to enter into this agreement
Services will not knowingly infringe upon third-party intellectual property rights
Deliverables will substantially conform to the specifications in the approved Scope of Work
12.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, RED MAYA MEDIA PROVIDES SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Red Maya Media does not warrant that:
Services will meet Client's specific requirements or expectations beyond what is specified in the Scope of Work
Services will be uninterrupted, timely, secure, or error-free
Results obtained from Services will be accurate, reliable, or achieve specific outcomes
Any specific search engine rankings, website traffic levels, lead generation results, conversion rates, or business results will be achieved
Third-party platforms will continue to operate in the same manner or that algorithms will remain unchanged
12.3 Third-Party Platforms
Red Maya Media is not responsible for changes, interruptions, policies, algorithm updates, or decisions implemented by third-party platforms (Google, social media networks, hosting providers, CMS platforms, etc.) that may affect service delivery, results, or website functionality. Client acknowledges that digital marketing and SEO are subject to frequent changes in platform algorithms and policies that are beyond Red Maya Media's control.
12.4 Regulatory Compliance
Red Maya Media does not provide legal advice and does not guarantee compliance with any laws, regulations, or industry standards, including but not limited to:
Federal Trade Commission (FTC) guidelines and advertising regulations
General Data Protection Regulation (GDPR)
California Consumer Privacy Act (CCPA) and other state privacy laws
Americans with Disabilities Act (ADA) website accessibility requirements
CAN-SPAM Act and email marketing regulations
Payment Card Industry Data Security Standard (PCI DSS)
Health Insurance Portability and Accountability Act (HIPAA)
Industry-specific regulations applicable to Client's business
Client is solely responsible for ensuring that all content, marketing practices, website functionality, data handling, and business operations comply with applicable laws and regulations. Red Maya Media strongly recommends that Client consult with qualified legal counsel regarding compliance matters.
Client acknowledges that marketing regulations, data privacy laws, and platform policies are subject to change, and Red Maya Media shall not be liable for any regulatory penalties, fines, legal action, or business disruption resulting from Client's business practices, the content Client approves, or changes in applicable laws or regulations.
12.5 Website Modifications and Technical Work
Client acknowledges that modifications to websites, technical configurations, software installations, or integrations with third-party services carry inherent risks including but not limited to:
Temporary or extended website downtime
Data loss or corruption
Functionality issues or broken features
Compatibility problems with browsers, devices, or third-party services
Security vulnerabilities
Performance degradation
Red Maya Media strongly recommends that Client:
Maintain current, independent backups of all websites, databases, content, and data
Utilize staging environments for testing changes before deployment to production systems
Schedule updates and modifications during low-traffic periods
Have rollback plans in place for critical changes
Red Maya Media shall not be liable for any downtime, data loss, functionality issues, or technical problems except to the extent directly caused by Red Maya Media's gross negligence or willful misconduct. Client bears sole responsibility for ensuring adequate backups exist prior to any modifications.
13. Limitation of Liability
13.1 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RED MAYA MEDIA, DOCH & COMPANY, LLC, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
Loss of profits, revenue, or business opportunities
Loss of data or information
Loss of use or functionality
Loss of goodwill or reputation damage
Business interruption or downtime
Cost of substitute services or procurement of replacement goods
Third-party claims or liability
REGARDLESS OF WHETHER SUCH DAMAGES RESULT FROM:
Your access to or use of (or inability to access or use) the Services
Any conduct or content of any third party on the Services or third-party platforms
Unauthorized access, use, or alteration of your transmissions, content, or data
Red Maya Media's use of Client work in portfolio and marketing materials as permitted under Section 9
Delays in service delivery due to Client's failure to provide timely approvals or feedback
Website downtime, technical failures, or data loss
Changes to third-party platform algorithms, policies, or functionality
Search engine ranking fluctuations or penalties
Security breaches or unauthorized access to systems
13.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RED MAYA MEDIA'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO RED MAYA MEDIA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
This limitation applies regardless of:
The legal theory upon which the claim is based (breach of contract, tort, negligence, strict liability, or otherwise)
Whether Red Maya Media has been advised of the possibility of such damages
Whether the limited remedies provided herein fail of their essential purpose
13.3 Basis of the Bargain
The limitations and exclusions in this section reflect the allocation of risk between the parties and are a fundamental basis of the bargain between Red Maya Media and Client. The fees charged by Red Maya Media reflect these limitations, and Services would not be provided at the current pricing without these limitations.
13.4 Exceptions
Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law, including liability for:
Death or personal injury caused by gross negligence or willful misconduct
Fraud or fraudulent misrepresentation
Intentional violation of Client's intellectual property rights
Matters for which liability cannot be excluded or limited under applicable law
13.5 Force Majeure
Red Maya Media shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:
Acts of God (earthquakes, floods, fires, storms, natural disasters)
War, terrorism, riots, civil unrest, or embargoes
Acts of government or military authorities
Pandemics, epidemics, or public health emergencies
Labor strikes or disputes
Failure of third-party services, utilities, or infrastructure (internet service providers, hosting providers, power grid, telecommunications)
Cyberattacks, distributed denial of service attacks, or other malicious activity not caused by Red Maya Media's gross negligence
Shortages of transportation, facilities, fuel, energy, labor, or materials
14. Indemnification
14.1 Client Indemnification
Client agrees to indemnify, defend, and hold harmless Red Maya Media, DOCH & Company, LLC, and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, actions, demands, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
Client's breach of these Terms or any Service Agreement
Client's use of the Services or deliverables
Content, materials, data, or information provided by Client
Infringement or misappropriation of any intellectual property or other right of any person or entity by Client or by Client-provided content
Client's violation of any law, regulation, or third-party right
Claims arising from Red Maya Media's authorized use of Client work pursuant to Section 9, provided that such use was in accordance with these Terms and with any additional restrictions Client specified in writing
Client's failure to obtain necessary approvals, permissions, releases, or licenses for content, materials, images, trademarks, or other intellectual property provided to Red Maya Media
Client's business operations, products, services, or marketing practices
Regulatory violations or non-compliance with applicable laws by Client
Claims by Client's customers, users, or third parties related to Client's products, services, or website
Client's failure to maintain adequate backups or implement Red Maya Media's recommendations regarding backups and staging environments
14.2 Indemnification Process
The indemnified party will:
Promptly notify Client in writing of any claim subject to indemnification
Give Client sole control of the defense and settlement of the claim (provided that Client may not settle any claim that imposes obligations on or admits fault by the indemnified party without the indemnified party's prior written consent)
Provide reasonable cooperation in the defense of the claim at Client's expense
14.3 Red Maya Media Indemnification
Red Maya Media agrees to indemnify, defend, and hold harmless Client from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from a claim that Services delivered by Red Maya Media infringe or misappropriate a third party's intellectual property rights, provided that:
Client promptly notifies Red Maya Media in writing of the claim
Red Maya Media has sole control over the defense and settlement of the claim
Client provides reasonable cooperation in the defense
If any deliverable becomes or is likely to become the subject of an infringement claim, Red Maya Media may, at its option: (a) procure for Client the right to continue using the deliverable, (b) replace or modify the deliverable to make it non-infringing, or (c) terminate the applicable Services and refund fees paid for the infringing deliverable on a pro-rata basis.
This indemnification does not apply to claims arising from: (i) modifications to deliverables made by Client or third parties, (ii) Client's combination of deliverables with other products or services, (iii) Client-provided content or materials, or (iv) Client's continued use of deliverables after being notified of the infringement.
15. Subcontractors and Third-Party Service Providers
15.1 Right to Use Subcontractors
Red Maya Media may engage subcontractors, freelancers, or third-party service providers to perform all or part of the Services. This may include but is not limited to:
Content writers and copywriters
Graphic designers and web developers
SEO specialists and digital marketing consultants
Video producers and photographers
Software tools and automation platforms
Research and analytics services
15.2 Red Maya Media Responsibility
Red Maya Media remains responsible for the performance and deliverables of subcontractors to the same extent as if Red Maya Media performed the Services directly, subject to all limitations of liability and disclaimers contained in these Terms.
15.3 Confidentiality and Security
Red Maya Media will ensure that all subcontractors are bound by confidentiality obligations substantially similar to those in these Terms. However, Client acknowledges that use of third-party tools and services may involve data transmission to and storage by third parties subject to their respective privacy policies and security practices.
15.4 No Client Approval Required
Client acknowledges and agrees that Red Maya Media may engage or change subcontractors at its discretion without prior notice or approval from Client, provided that such subcontractors are qualified to perform the Services.
16. Term and Termination
16.1 Term
These Terms commence when you first access or use the Services and continue until terminated in accordance with this section.
16.2 Termination by Either Party
Either party may terminate Services by providing thirty (30) days advance written notice as specified in Section 5.2. During the notice period, Services will continue as outlined in the current Scope of Work and Deliverables List.
16.3 Immediate Termination by Red Maya Media
Red Maya Media may terminate Services immediately upon written notice if:
Client breaches any material term of these Terms or the Service Agreement
Client fails to make payment within fifteen (15) days of the due date
Client fails to provide required approvals or sign-offs for more than twenty (20) business days
Client engages in conduct that is harmful to Red Maya Media's reputation or business
Continuing the relationship would violate applicable law or expose Red Maya Media to legal liability
Client makes unreasonable demands or engages in abusive, threatening, or harassing behavior toward Red Maya Media or its contractors
16.4 Immediate Termination by Client
Client may terminate Services immediately upon written notice if:
Red Maya Media materially breaches these Terms or the Service Agreement and fails to cure such breach within fifteen (15) days of receiving written notice
Red Maya Media fails to deliver agreed-upon services for thirty (30) consecutive days without justification or approved delay
16.5 Effect of Termination
Upon termination:
Client must immediately pay all outstanding fees for services rendered through the effective termination date
Red Maya Media will provide Client with all completed deliverables and work-in-progress in their then-current state (subject to full payment of all amounts due)
Each party must promptly return or destroy confidential information of the other party (subject to the portfolio use exception in Section 9 and retention requirements in Section 10.6)
Red Maya Media will revoke Client's access to any Red Maya Media systems, tools, or platforms
Client must change all passwords and credentials previously shared with Red Maya Media
Any prepaid fees for services not yet rendered will be refunded on a pro-rata basis within thirty (30) days
Outstanding balances become immediately due and payable
16.6 Survival
The following provisions survive termination of these Terms: Payment Obligations (Section 7), Intellectual Property Rights (Section 8), Media Release (Section 9), Data Security (Section 10), Confidentiality (Section 11), Warranties and Disclaimers (Section 12), Limitation of Liability (Section 13), Indemnification (Section 14), Dispute Resolution (Section 17), Governing Law (Section 18), and any other provisions that by their nature should survive.
17. Dispute Resolution
17.1 Informal Resolution
Before filing any formal claim or initiating arbitration, the parties agree to attempt to resolve disputes informally by contacting Red Maya Media at [your email] and providing a detailed description of the dispute and desired resolution. We will make a good faith effort to resolve the dispute within thirty (30) days through direct negotiation.
17.2 Binding Arbitration
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (including the validity, scope, or enforceability of these Terms or this arbitration provision) shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
The arbitration shall be conducted as follows:
The arbitration will take place in [Your County, State] or remotely via videoconference at the parties' mutual agreement
The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules
Each party shall bear its own costs and attorneys' fees, and the parties shall share equally the fees and costs of the arbitrator and AAA, unless the arbitrator determines otherwise
The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction
17.3 Class Action Waiver
YOU AND RED MAYA MEDIA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). NEITHER YOU NOR RED MAYA MEDIA MAY PARTICIPATE IN A CLASS ACTION REGARDING ANY CLAIM COVERED BY THESE TERMS. YOU AND RED MAYA MEDIA ALSO AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL.
17.4 Exceptions to Arbitration
Either party may seek the following types of relief in any court of competent jurisdiction without first engaging in arbitration:
Injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information
Claims related to or arising from allegations of theft, piracy, or unauthorized use of intellectual property
Small claims court actions if the claim qualifies for small claims court jurisdiction
17.5 Severability of Arbitration Provision
If any portion of this arbitration provision is found to be invalid or unenforceable, the remainder shall remain in effect. If the Class Action Waiver is found to be invalid or unenforceable, the entire arbitration provision (but not the remainder of these Terms) shall be null and void.
18. Governing Law and Jurisdiction
18.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
18.2 Jurisdiction and Venue
Subject to the arbitration provisions in Section 17, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in [Your County, State], and the parties irrevocably consent to the personal jurisdiction and venue therein.
19. General Provisions
19.1 Entire Agreement
These Terms, together with any Service Agreement, Scope of Work, Monthly Deliverables Lists, and any separate confidentiality or non-disclosure agreements, constitute the entire agreement between you and Red Maya Media regarding the Services and supersede all prior and contemporaneous agreements, proposals, understandings, negotiations, representations, and warranties, whether written or oral.
19.2 Amendments
Red Maya Media reserves the right to modify these Terms at any time. We will provide notice of material changes by:
Posting the updated Terms on our website with a new "Last Updated" date
Sending email notification to active Clients at least thirty (30) days before the changes take effect
Continued use of the Services after such changes take effect constitutes acceptance of the modified Terms. If Client does not agree to the modified Terms, Client may terminate Services in accordance with Section 5.2.
19.3 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Red Maya Media's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Red Maya Media.
19.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or if such modification is not possible, the provision shall be severed from these Terms.
19.5 Assignment
Client may not assign, transfer, delegate, or sublicense these Terms or any rights hereunder, whether voluntarily, by operation of law, or otherwise, without Red Maya Media's prior written consent. Any attempted assignment in violation of this section is void. Red Maya Media may assign these Terms or delegate its obligations hereunder without restriction, including to:
An affiliate or subsidiary
A successor entity in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets
A subcontractor as permitted under Section 15
19.6 No Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns. No third party shall have any right to enforce any provision of these Terms.
19.7 Independent Contractor
Red Maya Media is an independent contractor and not an employee, agent, partner, or joint venture of Client. Nothing in these Terms creates any employment, agency, partnership, joint venture, or franchise relationship. Neither party has authority to bind the other party or to incur obligations on behalf of the other party without that party's prior written consent.
19.8 Notices
All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the parties at the addresses specified in the Service Agreement or as follows:
To Red Maya Media:
DOCH & Company, LLC
[Your Business Address]
Email: [Your Email Address]
To Client:
As specified in the Service Agreement
Notices sent by email are deemed received upon confirmation of delivery or, if no confirmation is received, twenty-four (24) hours after sending. Notices sent by mail are deemed received three (3) business days after mailing by certified or registered mail, return receipt requested.
Each party may update its notice information by providing written notice to the other party.
19.9 Export Compliance
Client shall comply with all applicable U.S. export laws, restrictions, and regulations when using the Services or deliverables, and shall not export, re-export, or transfer any deliverables in violation of such laws, restrictions, or regulations.
19.10 Language
These Terms are drafted in English. If these Terms are translated into any other language, the English version shall prevail in the event of any conflict or ambiguity.
19.11 Headings
The section headings in these Terms are for convenience only and have no legal or contractual effect.
19.12 Interpretation
In interpreting these Terms: (a) "including" means "including without limitation," (b) references to sections are to sections of these Terms, (c) references to days are to calendar days unless otherwise specified, and (d) any ambiguity shall not be construed against the party that drafted these Terms.
20. Contact Information
If you have any questions about these Terms, wish to exercise your opt-out rights under Section 9, need to provide cancellation notice, or have any other inquiries, please contact us:
Red Maya Media
DOCH & Company, LLC
Website: www.redmayamedia.com
Email: hello@redmayamedia.com
Phone: 727-455-1627
For legal notices and formal communications, use the address specified in Section 19.8.
21. Acceptance
By using our Services, signing a Service Agreement or Scope of Work, or making payment for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including:
The month-to-month engagement structure with 30-day cancellation notice
Invoice cycle and payment terms
Scope of Work signoff process and monthly deliverables requirements
Media Release provisions allowing portfolio use of your work
Limitation of liability and disclaimer of warranties
Arbitration agreement and class action waiver
All other terms and conditions contained herein
END OF TERMS OF SERVICE