Terms & Conditions
Client Obligations
The Client agrees to supply all necessary content, including photos, videos, and other materials, required by Codifyers to deliver its services effectively.
Force Majeure
Neither party shall be liable for non-performance under this agreement if such performance is rendered impossible due to uncontrollable events such as strikes, fires, floods, governmental actions, restrictions, acts of God, or other similar circumstances.
Governing Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of the United States of America, excluding its conflict of laws principles. Any disputes arising from this agreement shall be resolved in the courts located in Florida, USA.
Resource Management
The Client acknowledges that Codifyers will take the lead in establishing the digital strategy, managing tasks, and overseeing all internal digital marketing resources. All digital resources provided by the Client will be coordinated with Codifyers to ensure effective implementation of the program.
Access Authorization
The Client agrees to provide Codifyers with access to all necessary tools, software, websites, social media accounts, landing pages, and other relevant platforms. Codifyers will take reasonable measures to secure and protect all passwords, which will only be accessible to authorized representatives on a need-to-know basis.
Intellectual Property Rights
Codifyers assures the Client that any text, graphics, videos, photos, content, designs, trademarks, or other intellectual property provided to the Client are either owned by Codifyers or used with permission. The Client agrees to indemnify and hold Codifyers harmless from any claims or legal actions arising from the use of such intellectual property provided by the Client.
Ownership of Deliverables
Codifyers or its partners retain the intellectual property rights to all materials previously owned by Codifyers or its partners. The Client retains ownership rights to all deliverables not specifically marked as Codifyers’ property. Codifyers may grant the Client a one-time, lifetime license for any of its intellectual property, as applicable.
Publicity Rights
The Client agrees to allow Codifyers to use the Client’s name and website in Codifyers' promotional materials, online portfolio, social media, and print materials for the purpose of advertising and promoting Codifyers' services.
Subcontracting
Codifyers reserves the right to engage subcontractors to fulfill the requirements of this agreement as necessary.
Confidentiality
Codifyers and its employees agree not to disclose any non-public information about the Client, except as directed by the Client. Similarly, the Client agrees not to disclose any non-public confidential information about Codifyers to any third party.
Performance Disclaimer
The Client acknowledges that the internet and its platforms are not controlled by any single entity. Therefore, Codifyers cannot guarantee specific results from its services. Codifyers will make every effort to ensure successful digital marketing and lead generation but does not warrant uninterrupted or error-free performance. The Client assumes all risks associated with the quality and performance of the work and deliverables.
Codifyers will not be liable for any damages, including lost profits, lost savings, or other incidental, consequential, or special damages arising from the operation or inability to operate the digital marketing services or websites, even if Codifyers has been advised of the possibility of such damages.
Indemnification
The Client agrees to indemnify and hold Codifyers, its owners, principals, officers, employees, and contractors harmless from any claims, actions, or costs arising from any acts or omissions related to this project. The Client waives any claims against Codifyers and its affiliates arising from the project.
Agreement Modifications
Modifications to this Agreement will be effective only when signed by both Codifyers and the Client.
Refund Policy
In the event that the Client changes their mind during the execution of the agreed-upon services, no refunds will be granted for any payments made, regardless of the stage of service.
Legal Use
The Client agrees to use Codifyers' design services solely for lawful purposes. Transmission of any material in violation of federal, state, or local regulations is prohibited, including but not limited to copyrighted material, threats, obscenity, pornography, or material protected by trade secrets.
Termination
Codifyers may terminate the service under this agreement at any time without penalty if the Client fails to comply with the terms. If non-compliance necessitates legal action, the Client agrees to pay reasonable attorney fees and compensate Codifyers for any collection costs and expenses incurred.
Vendor Engagement
Codifyers reserves the right to engage contractors, third-party companies, and vendors at its discretion to complete or support the work. Costs associated with such vendors will be borne by Codifyers unless the costs are disclosed to and agreed upon by the Client in writing.
Entire Agreement
This agreement constitutes the entire understanding between Codifyers and the Client regarding the services provided. It becomes effective only when signed by both parties.