1. General

• “Client” – Any individual or business who has contacted Media Drifters requesting information, or who has entered into a Contract with Media Drifters for the provision of, but not limited to, marketing services, website design, social media management, search engine optimization (SEO), pay-per-click advertising (PPC), creative/graphic design, copywriting, or related services (“Services”).

• “Proposal” – The Services offered to the Client by Media Drifters in accordance with the Client’s instructions, including the Fee payable. Proposals remain valid for 30 days unless otherwise stated in writing.

• “Contract” – The binding agreement between Media Drifters and the Client for the provision of Services.

• “Fee” – The amount payable by the Client for the Services as set out in the Proposal and any additional charges mutually agreed.

• “Payment” – May be made via ACH transfer, credit card, debit card, or other methods approved by Media Drifters.

• “Delivery Period” – The timeframe agreed for completion of the Services.

• “Business Days” – Monday through Friday, excluding U.S. federal holidays.

These Terms and Conditions represent the entire agreement between Media Drifters and the Client. Any modifications must be agreed in writing.

2. The Contract

• The Contract becomes effective when the Client accepts a Proposal, pays any initial required Fee, and Media Drifters confirms acceptance in writing (including email).

• Project-based Contracts cannot be canceled once Services have commenced, unless otherwise agreed in writing.

• Month-to-month Contracts will automatically renew until terminated by either party with 30 days’ written notice.

• Media Drifters may terminate the Contract immediately if the Client breaches these Terms, engages in unlawful activity, or uses the Services for illegal, defamatory, or infringing purposes.

• Amendments to the Contract must be approved in writing, and may result in additional Fees or an extended Delivery Period.

• Media Drifters reserves the right to refuse or discontinue Services if they conflict with applicable laws or third-party rights.

3. Client Responsibilities

• The Client must provide all necessary information and materials required to perform the Services in a timely and accurate manner. Delays caused by the Client may extend the Delivery Period.

• The Client warrants that all materials provided (text, images, logos, etc.) are owned by the Client or properly licensed. The Client will indemnify Media Drifters against any claims arising from the use of such materials.

• The Client is responsible for securing any required licenses, consents, or approvals for materials supplied.

• The Client must respond promptly to Media Drifters’ requests for approvals, feedback, or information. Failure to do so may result in delays, suspension of Services, or additional Fees.

• The Client agrees not to solicit or hire Media Drifters’ employees, contractors, or partners during the Contract term and for 12 months thereafter.

4. Services

• Services will be provided as outlined in the Proposal. Any changes or additions must be agreed in writing and may result in additional Fees.

• Media Drifters strives for accuracy but cannot guarantee that all designs, colors, or outcomes will exactly match proofs, drafts, or representations.

• Media Drifters may subcontract portions of the Services where appropriate.

• If Client-supplied materials are deemed unsuitable for use, Media Drifters reserves the right to reject or request replacements.

5. Risk of Goods

• If Services include delivery of physical goods (e.g., printed materials), risk of loss passes to the Client upon delivery.

• Title to such goods remains with Media Drifters until full payment is received.

6. Fees and Payment

• Fees are due in accordance with the Proposal. Unless otherwise stated, an initial deposit must be paid before work begins.

• Invoices are payable within 14 days of issuance.

• Late payments will incur interest at 1.5% per month (18% annualized), or the maximum rate permitted under Delaware law, plus any collection costs.

• All Fees are exclusive of applicable U.S. sales, use, or other taxes, which the Client is responsible for paying.

• If payments remain outstanding, Media Drifters may suspend Services or take down any live websites or campaigns until full payment is made.

7. Delivery

• Delivery timelines are estimates only. Media Drifters is not liable for delays caused by unforeseen circumstances, including but not limited to equipment failure, supplier delays, natural disasters, or client inaction.

• If the Client requires delivery by a specific date, this must be agreed in writing. Media Drifters is not bound by deadlines unless expressly confirmed.

8. Limitation of Liability

• Media Drifters’ total liability under the Contract shall not exceed the total Fees paid by the Client for the Services.

• Media Drifters shall not be liable for indirect, incidental, special, or consequential damages, including loss of profits, goodwill, or business opportunities.

• Media Drifters does not exclude liability for fraud, willful misconduct, or personal injury caused by negligence.

• Services are provided for business purposes only; no third party shall have rights under this Contract.

9. Intellectual Property

• All intellectual property rights in designs, code, artwork, content, and other materials created by Media Drifters remain the property of Media Drifters until full payment of Fees is received.

• Upon payment in full, the Client is granted a non-exclusive, perpetual license to use the deliverables for its internal business purposes, as outlined in the Proposal.

• The Client may not resell, replicate, or sublicense any deliverables without Media Drifters’ prior written consent.

• Media Drifters may showcase completed work in portfolios, case studies, and marketing materials unless otherwise agreed in writing.

10. Confidentiality

• Both parties agree to keep confidential all non-public information shared during the course of the Contract.

• This obligation continues for two years after the Contract ends.

• Media Drifters may reference its relationship with the Client in marketing materials unless expressly prohibited in writing.

11. Data Protection

• Media Drifters will handle all personal data in compliance with applicable U.S. data protection laws, including (if applicable) the California Consumer Privacy Act (CCPA) and other relevant state or federal regulations.

• The Client is responsible for ensuring its own compliance with applicable data protection regulations in relation to its customers and users.

12. Complaints

• Any concerns regarding Services must be raised promptly so that Media Drifters may address them.

• Complaints must be submitted in writing within 14 days of final invoice. Media Drifters will work in good faith to resolve disputes.

13. Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

14. Waiver

Failure to enforce any provision of these Terms shall not be deemed a waiver of future enforcement.

15. Assignment

The Client may not assign or transfer its rights or obligations under this Contract without Media Drifters’ prior written consent.

16. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes shall be resolved in the state or federal courts located in Newark, Delaware.