TERMS OF SERVICE

IMPORTANT – PLEASE READ CAREFULLY. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A MANDATORY ARBITRATION/CLASS ACTION WAIVER. BY ACCESSING OR USING OUR WEBSITE OR SERVICES, YOU AGREE TO THESE TERMS.

These Terms of Service (“Terms” or the “Agreement”) govern your and your business’s (“you” or “Customer”) access to and use of the website and all related pages, communities, portals, content, and services operated by Grand Visions Media, LLC, an Ohio limited liability company located at 605 Alberta St., Dayton, Ohio 45409 (“Grand Visions Media,” “GVM,” “we,” “us,” or “our”). By accessing, using, purchasing, or subscribing to any part of our website or services, you agree to be bound by these Terms. If you do not agree, do not use our website or services.

Effective Date: upon first access/use.

These Terms incorporate by reference our Privacy Policy. To become a paying client, you may be required to sign an order form, scope of work, insertion order, or master services agreement (each, an “Order” or “SOW”). If a SOW conflicts with these Terms, the SOW controls for that engagement.

1) WEBSITE & SERVICES; ELIGIBILITY

Our website and services are intended for business users 18+ who have the capacity to enter binding contracts. “Services” may include, without limitation: clipping/content repurposing, editing, UGC production, organic and paid social management, digital marketing and media buying, analytics/reporting, community programs, consulting, brand-deal facilitation, and any performance-guarantee programs we expressly offer in writing.

We may update, suspend, or discontinue any aspect of the website or Services at any time.

2) USER CONDUCT & INTELLECTUAL PROPERTY

All content on or provided through our website or Services—including text, designs, logos, videos, audio, case studies, templates, strategies, and downloads—is owned by Grand Visions Media or its licensors and protected by intellectual-property laws. We grant you a revocable, limited, non-exclusive, non-transferable license to access the website and use any deliverables provided to you under your SOW solely for your internal business purposes.

You may not copy, distribute, adapt, reverse-engineer, resell, frame, scrape, or make derivative works from our website or materials, nor remove proprietary notices. You must not:

  • Attempt to gain unauthorized access to our systems;

  • Upload malware or engage in activity that degrades, overloads, or harms the website or Services;

  • Use our name, marks, or content without written permission;

  • Violate any applicable law or third-party rights.

3) ACCOUNTS; SECURITY

If you create an account, you must provide accurate information and keep credentials confidential. You are responsible for all activity under your account. Notify us of any unauthorized use. We are not liable for losses due to compromised credentials.

4) SERVICES, SCOPES & CLIENT OBLIGATIONS

Scopes. Specific deliverables, timelines, channels, budgets, success metrics, and rules (e.g., platforms, posting cadences, ad accounts) are governed by your SOW. You must provide timely access to required assets (brand guidelines, footage, logos, product info), approvals, and third-party platforms (e.g., Meta/TikTok/Google/YouTube/LinkedIn, CRMs, analytics).

Third-Party Platforms. You are responsible for complying with third-party platform terms (including ad policies). Platform changes, outages, rejections, or policy enforcement are outside our control and may impact performance and timelines.

Attribution & Data. You agree to maintain working pixels, tags, and analytics connections needed for measurement. If access or tracking is incomplete or inaccurate, performance reporting and any guarantees may be impacted.

5) FEES, PAYMENT, TAXES; CANCELLATIONS

Fees & Billing. Fees, payment schedules, and reimbursable costs appear in your SOW. Unless otherwise stated, fees are due in advance and are non-refundable. Late amounts may incur the lesser of 1.5% per month or the maximum allowed by law. We may suspend Services for non-payment.

Ad Spend. Media costs are paid by you directly to platforms unless the SOW states we will front spend (in which case you agree to reimburse us on invoice). Platform and payment processor fees are your responsibility.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes.

Cancellations. Either party may terminate an SOW per its stated notice terms. Fees already paid are non-refundable; you remain responsible for fees accrued and any committed third-party costs through the effective termination date.

6) PERFORMANCE GUARANTEES (IF OFFERED IN WRITING)

From time to time we may offer performance guarantees (e.g., minimum creative volume, view counts, qualified calls, revenue impacts). Any guarantee must be expressly stated in your SOW and is subject to the following conditions:

  1. Eligibility & Baselines. You must meet any prerequisites defined in the SOW (e.g., audience size, budget minimums, niche suitability, pixel history, creative approvals, funnel readiness).

  2. Access & Cooperation. You must maintain uninterrupted access to ad/analytics accounts and promptly implement recommended technical and creative changes.

  3. Budget Discipline. You must maintain the agreed minimum ad spend and flighting.

  4. Data Integrity. You must not alter tracking, reporting, or attribution configurations without notice.

  5. Exclusions. Platform rejections, policy enforcement, outages, market shocks, force majeure events, or your internal operational constraints (inventory, pricing, conversion flow changes) are excluded.

Remedies. If—and only if—the SOW includes a written guarantee and you satisfy all conditions, your sole remedy for a miss is the make-good specified in the SOW (e.g., additional creative, extended service period, partial fee credit). Cash refunds are not provided unless your SOW explicitly says so.

7) RESULTS, TESTIMONIALS, & MARKETING REFERENCES

No Promise of Results. Every business is different; results vary based on factors outside our control (industry, product/offer, price, seasonality, competition, platform dynamics). We do not guarantee revenue, profit, subscribers, rankings, or ROI unless expressly stated in a signed SOW.

Testimonials. Client stories and testimonials reflect individual experiences and are not typical. With your permission (which may be granted in the SOW), we may reference your name, logo, and non-confidential outcomes in our portfolio and marketing; you can revoke permission upon written notice (reasonable wind-down allowed).

8) USER CONTENT; COMMUNITIES (DISCORD/WHOP/ETC.)

If you post or submit content in our communities or programs, you are responsible for your content and must follow community rules. You grant GVM a non-exclusive, worldwide, royalty-free license to host, store, display, moderate, and reproduce that content solely to operate and improve the community. We may remove content that violates law, third-party rights, or our rules.

Do not share confidential or sensitive information in public channels. Community access may be suspended for violations.

9) CONFIDENTIALITY

Each party may access the other’s confidential information (“Confidential Information”) during the engagement. The receiving party will use the same degree of care it uses to protect its own similar information (and at least reasonable care), will use it only to perform or receive the Services, and will not disclose it to third parties except to personnel and service providers under confidentiality obligations. Exceptions apply for information that is public without breach, already known, independently developed, or required to be disclosed by law (with prompt notice, if lawful).

10) INTELLECTUAL PROPERTY OWNERSHIP; LICENSES

Your IP. You retain ownership of your pre-existing materials (logos, footage, brand assets, product content). You grant us a non-exclusive license to use your IP solely to provide the Services.

Our IP & Work Product. Subject to your full payment, you receive a non-exclusive license to use the final deliverables identified in the SOW for your internal marketing and distribution in the ordinary course of business. We retain all rights in our underlying tools, know-how, processes, templates, pre-existing content, and any modular components used to produce deliverables. Unless the SOW states otherwise, we do not transfer ownership of source project files, raw footage we shoot, or editorial project timelines; we may, at our discretion, provide exports and final assets per the SOW.

11) THIRD-PARTY MATERIALS

The Services may involve third-party materials (music, fonts, stock media, plugins). We will follow the license terms for such materials; your use must also comply with those licenses. Certain assets may be non-transferable or limited-use; if you need additional rights, you are responsible for obtaining or funding expanded licenses.

12) DISCLAIMERS

EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW, THE WEBSITE, SERVICES, DELIVERABLES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT RESULTS WILL BE ERROR-FREE OR GUARANTEED. WE DO NOT CONTROL THIRD-PARTY PLATFORMS AND ARE NOT RESPONSIBLE FOR THEIR POLICIES, PRICING, OUTAGES, OR DECISIONS.

13) LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) IN NO EVENT WILL GVM BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS/REVENUE/GOODWILL, LOST DATA, BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY; AND
(B) GVM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO GVM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000, WHICHEVER IS LESS.

Some jurisdictions do not allow certain limitations; in such cases, liability is limited to the maximum extent permitted by law.

14) INDEMNIFICATION

You agree to defend, indemnify, and hold harmless GVM and its owners, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your content or materials; (ii) your violation of law or third-party rights; (iii) your breach of these Terms or any SOW; or (iv) your misuse of the Services.

15) ARBITRATION; CLASS ACTION WAIVER; TIME LIMIT

PLEASE READ CAREFULLY. To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms, the website, the Services, or any SOW (each, a “Dispute”) shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Dayton (Montgomery County), Ohio, in English, unless the parties agree to video/telephonic proceedings.

Class/Representative Actions Waived. Disputes may be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative action. The arbitrator shall not consolidate claims or preside over any form of class or representative proceeding.

Governing Law & FAA. The Federal Arbitration Act (FAA) governs this Section. The arbitrator shall apply Ohio law(without regard to conflicts of law) to the merits.

Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary injunctive relief in state or federal courts in Montgomery County, Ohio to protect intellectual property or confidential information pending arbitration.

Time Limit. Any claim must be filed within one (1) year after it arose or be forever barred.

If the class-action waiver is found unenforceable, this entire Section 15 is void and Disputes shall be brought exclusively in the courts specified in Section 16.

16) GOVERNING LAW; VENUE

These Terms and any SOW are governed by the laws of the State of Ohio, without regard to its conflicts principles. Subject to Section 15, the exclusive jurisdiction and venue for any court proceeding will be the state or federal courts located in Montgomery County, Ohio, and the parties consent to personal jurisdiction there.

17) DMCA NOTICE (COPYRIGHT)

If you believe materials available through our website infringe your copyright, send a notice to: account1@grand-visions-media.com with the subject “DMCA Notice” and include: (i) your physical/electronic signature; (ii) identification of the copyrighted work; (iii) identification of the infringing material and its location; (iv) your contact information; (v) a statement of good-faith belief; and (vi) a statement under penalty of perjury that the information is accurate and you are authorized to act. Counter-notices may be sent to the same address.

18) PRIVACY

Your submission of personal information is governed by our Privacy Policy. By using the website or Services, you consent to our collection and use of personal information as described there.

19) FORCE MAJEURE

We are not responsible for delays or failures due to events beyond our reasonable control, including acts of God, labor disputes, utilities failures, supplier or platform outages, cyberattacks, government actions, or natural disasters.

20) SUSPENSION & TERMINATION

We may suspend or terminate access to the website or Services for breach, suspected fraud, harm to our systems, or non-payment. Upon termination, accrued obligations survive, including payment obligations and Sections 7–21.

21) ASSIGNMENT

You may not assign these Terms or any SOW without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

22) ELECTRONIC COMMUNICATIONS; NOTICES

By using the website or Services you consent to receive communications electronically. Notices to GVM must be sent to account1@grand-visions-media.com or by mail to 605 Alberta St., Dayton, Ohio 45409. We may provide notices by email to your last known address or via the website.

23) CHANGES TO TERMS

We may update these Terms from time to time. Changes are effective upon posting or notice to you. Your continued use after changes constitutes acceptance.

24) SEVERABILITY; NO WAIVER

If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing and signed; failure to enforce is not a waiver.

25) ENTIRE AGREEMENT; ORDER OF PRECEDENCE

These Terms, together with any SOW and policies incorporated by reference, form the entire agreement and supersede all prior discussions or understandings. If there is a conflict, the SOW controls, then these Terms, then any ancillary policy.

26) CONTACT

Questions about these Terms or the Services:
Grand Visions Media, LLC
605 Alberta St., Dayton, Ohio 45409
account1@grand-visions-media.com

Effective: September 30, 2025