Terms and Conditions

1. Acceptance of Terms

Welcome to NextWave Media Solutions. These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and NextWave Media Solutions ("Company," "we," "our," or "us") governing your access to and use of our website, services, and any related applications or platforms (collectively, the "Services").

By accessing our website at https://lemon-grass-011f65500.3.azurestaticapps.net/, engaging our services, or creating an account with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

These Terms apply to all visitors, users, clients, and others who access or use our Services.

2. Definitions

For purposes of these Terms:

• "Services" means all social media management, digital advertising, content creation, and related services provided by NextWave Media Solutions
• "Client" means any individual or business entity that engages our Services
• "Content" means text, images, videos, graphics, designs, and other materials created or used in connection with our Services
• "Platforms" means third-party social media and advertising platforms including but not limited to Facebook, Instagram, Google Business Profile, and others
• "Campaign" means any marketing or advertising initiative executed as part of our Services

3. Service Description

NextWave Media Solutions provides professional digital marketing services, including but not limited to:

• Social media account management (Facebook, Instagram)
• Google Business Profile management
• Content creation and scheduled posting
• Paid advertising campaign management
• Community management and engagement
• Analytics and performance reporting
• Digital marketing consultation

Specific services provided will be outlined in individual service agreements or proposals. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to active Clients.

4. Eligibility and Account Registration

4.1 Eligibility

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into a binding contract
• Represent a legitimate business entity (if applicable)
• Not be prohibited from using our Services under applicable laws

4.2 Account Security

If you create an account with us, you are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use
• Ensuring all information provided is accurate and current

5. Client Obligations and Responsibilities

5.1 Cooperation

You agree to:

• Provide timely access to necessary accounts, platforms, and information
• Respond to our requests for information or approvals within reasonable timeframes
• Provide accurate business information, brand guidelines, and marketing materials
• Review and approve content within agreed-upon timelines

5.2 Account Access

You authorize us to access and manage your social media and advertising accounts on your behalf. You are responsible for:

• Granting appropriate administrative access
• Ensuring accounts comply with platform terms of service
• Maintaining ownership of all accounts
• Informing us of any account issues or restrictions

5.3 Prohibited Conduct

You agree NOT to:

• Use our Services for illegal, fraudulent, or unauthorized purposes
• Violate any applicable laws, regulations, or third-party rights
• Request content that is defamatory, obscene, discriminatory, or harmful
• Interfere with the proper functioning of our Services
• Attempt to gain unauthorized access to our systems
• Engage in activities that violate platform policies of Facebook, Instagram, Google, or other services
• Misrepresent your business, products, or services

6. Payment Terms

6.1 Fees and Pricing

Service fees will be specified in individual proposals or service agreements. Payment terms include:

• Fees are due as specified in your service agreement (monthly, quarterly, or as otherwise agreed)
• All fees are quoted in USD unless otherwise stated
• Prices are subject to change with 30 days' notice to existing Clients
• Additional services not included in your package may incur additional charges

6.2 Payment Methods

We accept payment via:

• Credit/debit cards
• Bank transfers
• Electronic payment platforms
• Other methods as mutually agreed

6.3 Late Payments

Late payments may result in:

• Suspension of Services until payment is received
• Late fees of 1.5% per month (or maximum allowed by law)
• Termination of Services for accounts more than 30 days past due

6.4 Advertising Budgets

For paid advertising services:

• Advertising platform fees (e.g., Facebook Ads, Google Ads) are separate from our service fees
• You are responsible for funding your advertising accounts
• We manage campaigns within your approved budget
• Budget adjustments require your written approval

6.5 Refund Policy

Due to the nature of our services:

• Monthly service fees are generally non-refundable once work has commenced
• Refunds may be considered on a case-by-case basis for services not yet rendered
• Advertising spend on platforms is non-refundable
• Setup fees are non-refundable

7. Intellectual Property Rights

7.1 Client Materials

You retain all ownership rights to materials you provide (logos, photos, brand assets). You grant us a non-exclusive, worldwide license to use these materials solely for providing Services to you.

7.2 Created Content

Content created by NextWave Media Solutions as part of our Services:

• Ownership transfers to you upon full payment
• We retain the right to use content for our portfolio and marketing (unless otherwise agreed)
• We may retain source files and templates for internal use
• Custom graphics, copy, and strategies become your property upon payment

7.3 Company Materials

All proprietary processes, strategies, templates, and methodologies remain the exclusive property of NextWave Media Solutions.

7.4 Third-Party Content

Any third-party content used (stock photos, music, graphics) will be properly licensed. You are responsible for obtaining rights to any third-party content you request us to use.

8. Service Level and Performance

8.1 Best Efforts

We will perform all Services in a professional and workmanlike manner, consistent with industry standards. However, we do not guarantee specific results, including but not limited to:

• Follower growth or engagement rates
• Sales, leads, or conversions
• Search engine rankings
• Advertising performance or return on investment
• Platform algorithm outcomes

8.2 Platform Dependencies

Our Services depend on third-party platforms (Facebook, Instagram, Google) over which we have no control. We are not responsible for:

• Platform outages, bugs, or technical issues
• Changes to platform algorithms, policies, or terms of service
• Account suspensions, bans, or restrictions imposed by platforms
• Platform fee increases or policy changes

8.3 Timelines

We will make reasonable efforts to meet agreed-upon timelines. Delays may occur due to:

• Client delays in providing materials or approvals
• Technical issues beyond our control
• Force majeure events

9. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information, including:

• Business strategies and plans
• Financial information
• Account credentials and access information
• Customer data and analytics
• Proprietary methodologies and processes

This obligation survives termination of the Agreement and does not apply to information that is:

• Already publicly available
• Independently developed
• Required to be disclosed by law

10. Term and Termination

10.1 Term

The Agreement begins when you engage our Services and continues until terminated by either party as specified herein.

10.2 Termination by Client

You may terminate Services by providing 30 days' written notice. You remain responsible for:

• Payment for all Services rendered through the notice period
• Any outstanding invoices
• Advertising spend committed during the notice period

10.3 Termination by Company

We may terminate Services immediately if:

• You breach these Terms
• Payment is more than 30 days overdue
• You engage in prohibited conduct
• Your account is suspended or banned by platforms due to violations

10.4 Effect of Termination

Upon termination:

• All outstanding payments become immediately due
• We will cease all Services
• You must revoke our access to your accounts
• We will provide a final report (if requested and paid for)
• We may retain copies of content for legal and archival purposes

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that Services will be performed in a professional manner consistent with industry standards.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR COMPLETENESS
• UNINTERRUPTED OR ERROR-FREE OPERATION

WE DO NOT GUARANTEE SPECIFIC RESULTS, PERFORMANCE METRICS, OR BUSINESS OUTCOMES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION
• WE ARE NOT LIABLE FOR DAMAGES RESULTING FROM THIRD-PARTY PLATFORM ACTIONS, ALGORITHM CHANGES, ACCOUNT RESTRICTIONS, OR POLICY VIOLATIONS

Some jurisdictions do not allow limitation of liability for incidental or consequential damages, so these limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless NextWave Media Solutions, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorney fees) arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Your violation of third-party rights
• Content or materials you provide
• Your use of Services
• Claims that your business, products, or services violate laws or regulations

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith resolution through direct negotiation.

14.2 Arbitration

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• Arbitration shall take place in [Insert Location]
• The arbitrator's decision shall be final and binding
• Each party shall bear its own costs unless otherwise awarded
• Class action arbitrations are prohibited

14.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or confidentiality breaches.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of [Insert State/Country], without regard to conflict of law principles.

To the extent arbitration does not apply, exclusive jurisdiction for any legal action shall be in the state and federal courts located in [Insert Location].

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements or proposals, constitute the entire agreement between parties and supersede all prior agreements.

16.2 Amendments

We may modify these Terms at any time by posting updated terms on our website. Material changes will be communicated with 30 days' notice. Continued use constitutes acceptance of modified terms.

16.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Waiver

Failure to enforce any right or provision does not constitute a waiver of such right or provision.

16.5 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

16.6 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, wars, pandemics, government actions, or infrastructure failures.

16.7 Notices

All notices must be in writing and sent to:

17. Contact Information

For questions regarding these Terms and Conditions, please contact: