Terms of Service

1. Acceptance of Terms

By accessing and using the services provided by Nocturnal Marketing ("we," "our," or "the Company"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("Client" or "you") and Nocturnal Marketing.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services following any changes indicates your acceptance of the modified Terms.

2. Services

Nocturnal Marketing provides digital marketing, branding, and strategic consulting services as outlined in individual service agreements or statements of work. The specific scope, deliverables, and timelines will be detailed in separate project documentation.

2.1 Service Scope

Our services may include, but are not limited to:

• Strategic marketing planning and consultation
• Brand development and identity design
• Digital marketing campaigns and management
• Website development and optimization
• Content creation and strategy
• Social media management
• Analytics and performance reporting

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. Significant changes affecting ongoing projects will be communicated to clients in advance.

3. Intellectual Property

3.1 Ownership Rights

Upon full payment, clients receive ownership rights to final deliverables as specified in project agreements. However, Nocturnal Marketing retains ownership of:

• Preliminary designs and concepts not selected for final use
• Custom tools, code, or processes developed during the project
• Stock images, templates, or third-party assets (subject to their respective licenses)

3.2 Portfolio Rights

We reserve the right to display and link to completed client projects as part of our portfolio and promotional materials, unless explicitly agreed otherwise in writing.

4. Confidentiality

We maintain strict confidentiality regarding all client information and project details. This includes:

• Business strategies and plans
• Financial information
• Customer data
• Proprietary processes and methodologies
• Any information marked as confidential

This obligation survives the termination of our service agreement.

5. Payment Terms

5.1 Project Fees and Invoicing

Project payment terms are structured in three equal installments:

• 33% deposit required to initiate the project
• 33% due upon design delivery
• 34% final payment to commence development/implementation

5.2 Ongoing Services

For ongoing services and retainers:

• Monthly fees are billed on the 10th of each month
• Payment is due within 15 days of invoice date
• Rates are subject to annual review and adjustment

5.3 Late Payments

Payments not received within 30 days of the invoice date are subject to:

• 1.5% monthly interest charge
• Suspension of ongoing services
• Potential legal action for recovery

6. Project Delivery

Project timelines and deliverables are outlined in project documentation. Timely delivery depends on:

• Client providing necessary materials and feedback on schedule
• Timely payment of all fees
• Adherence to agreed-upon revision cycles

7. Revisions and Modifications

7.1 Included Revisions

Projects typically include two rounds of revisions. Additional revisions or scope changes will be billed at our standard hourly rate.

7.2 Change Requests

Significant changes to project scope or requirements may require:

• Additional fees
• Timeline adjustments
• Written approval from both parties

8. Termination

8.1 Notice Period

Either party may terminate services with 30 days written notice, subject to the following conditions:

• A termination fee of 50% of the remaining project value applies
• Client is responsible for payment for all work completed up to the termination date
• All materials and access will be returned or revoked

8.2 Communication Requirements

Nocturnal Marketing reserves the right to terminate services if:

• Client fails to maintain communication for a period exceeding 3 weeks
• No response is received to multiple attempts at contact
• Project milestones are significantly delayed due to lack of client feedback

Exceptions may be granted for extreme verifiable circumstances, which must be communicated to Nocturnal Marketing as soon as reasonably possible.

8.3 Post-Termination

Following termination:

• All confidentiality obligations remain in effect
• Any licensed materials must cease being used
• Final invoices become immediately due

9. Limitation of Liability

Nocturnal Marketing's liability is limited to the amount paid for services. We are not liable for:

• Indirect or consequential damages
• Lost profits or business opportunities
• Third-party claims
• Damages resulting from client-provided materials

10. Indemnification

10.1 Client Responsibilities

Clients agree to indemnify and hold Nocturnal Marketing harmless from any claims arising from:

• Client-provided materials
• Project implementation
• Use of deliverables
• Violation of third-party rights

10.2 Communication Responsibility

The client acknowledges that effective marketing requires active participation and timely communication. As such:

• Marketing effectiveness is directly dependent on client responsiveness and engagement
• Delays or failures in communication may significantly impact project outcomes
• Nocturnal Marketing cannot be held liable for suboptimal results stemming from client communication delays
• The client bears responsibility for maintaining regular communication as outlined in section 8.2

10.3 Project Success

The client acknowledges that project success is a collaborative effort requiring:

• Timely provision of necessary materials and information
• Regular feedback and participation in project milestones
• Clear and consistent communication throughout the project lifecycle

11. Privacy Policy

Our privacy practices are governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our collection and use of information as described in the Privacy Policy.

12. Governing Law

These Terms are governed by the laws of Colorado, United States. Any disputes will be resolved in the courts of El Paso County, Colorado.