We are a digital native company, which is dedicated to enhancing the sales of our clients. For this purpose we use a great team of experts, added to the latest applied technologies. We literally make important changes in the way our clients use, achieving very high results both in sales and in the complete organization of industries, businesses and ventures.
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Terms and Conditions
Last updated: 05/22/2025
This Agreement ("Agreement") is made and entered into between NexPhaz ("Company" or "NexPhaz") and Advertiser ("Advertiser"), effective as of the start date specified in the Contract Order Form(s) ("Effective Date"). NexPhaz and Advertiser may be referred to individually as a "Party" or collectively as the "Parties."
The Company shall provide digital marketing services, which include but are not limited to audience targeting, video creation, social media mix, performance tracking, analytics reporting, campaign collaboration, and strategy optimization (collectively, the "Services"). These Services shall be outlined in one or more Order Forms ("Order Forms"), which must be executed by both Parties in accordance with this Agreement.
Each Order Form is subject to the terms stated herein. However, in the event of a conflict between this Agreement and an Order Form, the terms within the respective Order Form shall take precedence. The Advertiser understands that all start dates provided are estimated and NexPhaz reserves the right to modify any start date at its sole discretion.
The Advertiser agrees to pay all applicable fees, costs, and charges ("Fees") for the Services as described in each respective Order Form. The payment schedule for these fees will be specified in the Order Forms and must be strictly followed.
Payment for Services shall be made in accordance with the following terms:
a. Initial Deposit: Unless otherwise specified in the Order Form, the Advertiser must pay a One-Time Initial Deposit upon acceptance of the Order Form. NexPhaz will not commence work until this payment is received.
b. Taxes and Additional Costs: Fees specified in the Order Form do not include applicable taxes or shipping costs unless explicitly stated otherwise.
c. Recurring Monthly Fees: Services with recurring payments will be billed monthly and must be paid within 30 days of the invoice date. The specific due date will be listed on each invoice ("Due Date").
d. Subscription Changes: If the Advertiser requests modifications or additions to their subscription package via email, such communication will serve as a contractual amendment equivalent to an Order Form, subject to NexPhaz’s approval.
If the Advertiser fails to make a payment within three (3) days following the Due Date:
a. NexPhaz reserves the right to impose a monthly interest charge of 1.5% on any outstanding balance (or the highest rate permitted by law, whichever is greater).
b. The Company may temporarily suspend all Services until the outstanding payment is received.
c. If payment is not made within the specified timeframe, NexPhaz retains the right to terminate this Agreement, as detailed in Section 10.
If an invoice remains unpaid 45 days after the advertisement's start date, the Advertiser authorizes NexPhaz to process ACH debit payments from the Advertiser’s registered checking account or credit card.
Should an account remain unpaid for 90 days or more, the Advertiser will be responsible for all reasonable costs associated with the collection process, including attorney fees, court costs, and administrative expenses.
Advertiser acknowledges that pricing in the Order Form is based on provided data and Company estimates. Any modifications to the concept, campaign scope, or expected deliverables may impact the total cost. All adjustments require prior consultation and written approval by both parties.
For additional Services beyond the initial scope:
By entering into this Agreement, the Advertiser grants NexPhaz authorization to charge agreed-upon payment methods (credit card, debit card, ACH transfers, etc.) for all Fees, taxes, and associated costs.
Payment processing will follow the scheduled billing cycle in the Order Form. The Company reserves the right to automatically deduct Fees on the scheduled billing date each month.
Advertiser acknowledges that advertisements are non-cancellable. If an Advertiser cancels Services before completion, penalties apply as follows:
| Cancellation Period | Penalty | Refund |
|---|---|---|
| Within 30 days of Effective Date | 25% of total Agreement amount + Production Fee | Remainder refunded |
| If video production is complete | 50% of total Agreement amount + Production Fee | Remainder refunded |
| After 30 but within 60 days | 50% of total Agreement amount + Production Fee | Remainder refunded |
| If video production is complete | 75% of total Agreement amount + Production Fee | Remainder refunded |
| Impressions delivery started | No refund available | No refund available |
Refunds will be issued to the Advertiser's credit card unless an alternate payment method is requested in writing.
NexPhaz retains the right to modify or update the cancellation policy when necessary. Any amendments will be communicated to the Advertiser in writing.
The initial term of this Agreement is 12 months, beginning from the Start Date outlined in the Order Form.
To discontinue Services after the initial term:
This Agreement may be terminated under the following conditions:
a. Non-Payment: If Advertiser fails to fulfill payment obligations as described in Section 2, NexPhaz reserves the right to terminate Services after 15 days of notifying the Advertiser of its intent to terminate.
b. Material Breach: If either Party breaches any material term of this Agreement and does not resolve the breach within 30 days of written notice, the non-breaching Party may immediately terminate the Agreement.
Both Parties agree that, during the term of this Agreement and after its termination, they shall not engage in any form of disparagement—whether oral, written, digital, or otherwise—against each other. This prohibition applies to:
Any action or statement that could reasonably be expected to damage the other Party’s reputation, business operations, financial standing, goodwill, or professional relationships is considered a violation of this clause.
If either Party breaches this clause, the non-breaching Party shall have the right to:
The Company agrees to provide monthly reports detailing key metrics related to the Advertiser’s campaign. These reports will include:
Reports shall be delivered in a structured format via email, dashboard access, or a specified reporting tool as agreed upon by both Parties.
The Company shall not be liable for any loss, corruption of data, delayed communication, system malfunction, or performance failure arising from factors beyond its control, including:
Advertiser acknowledges that the effectiveness of digital marketing is contingent upon technological stability, and Company shall not bear responsibility for external technical failures.
Company does not claim ownership of any data, materials, or information provided by Advertiser ("Advertiser Data"). However, Advertiser is solely responsible for the following:
If Advertiser uploads or stores third-party data on the Company’s host server, Advertiser must secure necessary authorizations and rights prior to use. Unauthorized use of third-party content may result in legal action against Advertiser.
Company shall create engaging, original content for digital marketing purposes, including but not limited to:
a. Ownership: Unless explicitly agreed upon, all content created by Company shall remain the intellectual property of Company, with Advertiser receiving a limited license for marketing purposes.
b. Revisions: Advertiser may request reasonable edits to content drafts prior to publication. Company will implement necessary modifications promptly.
c. Distribution: Company shall manage the posting, scheduling, and promotion of approved content across designated digital channels.
Advertiser agrees to provide accurate, relevant data required for content development. Company shall rely on this information to craft marketing materials aligned with branding and strategy objectives.
Company shall:
Company shall notify Advertiser of any major campaign modifications. Advertiser must respond promptly with feedback or approval to ensure optimization efforts remain effective.
Advertiser acknowledges that no specific marketing results are guaranteed. While Company shall implement industry best practices, campaign performance depends on:
Company makes no warranties regarding expected revenue, website traffic, or conversions.
All title, ownership, and rights in:
Shall remain exclusively the property of Company, unless otherwise agreed upon in writing.
a. Marketing License: Advertiser is granted a one-year non-exclusive license to use Company IP strictly for marketing purposes.
b. Website Ownership: Fully programmed and launched custom websites shall be owned by Advertiser upon completion, provided all financial obligations are met.
Advertiser may not reverse-engineer, decompile, or modify Company-owned assets without explicit permission.
"Confidential Information" refers to any and all proprietary, non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") under this Agreement. This includes, but is not limited to:
The Receiving Party shall not disclose, publish, or disseminate any Confidential Information to third parties without prior written consent from the Disclosing Party.
However, disclosure is permitted on a need-to-know basis to authorized personnel, including:
These authorized individuals ("Representatives") must be bound by confidentiality obligations equivalent to those outlined herein.
The obligations of confidentiality shall not apply to information that:
If disclosure is required by law, court order, or governmental regulation, the Receiving Party must:
If a Party violates this confidentiality agreement, the Disclosing Party may seek:
Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information received, unless retention is required by law.
Company warrants that all Services will materially conform to the specifications outlined in the Scope of Services and Order Form(s). In the event of non-conformance:
Except as expressly stated herein, Company disclaims all other warranties, including:
Company's total liability arising out of this Agreement shall not exceed the total Fees paid by Advertiser under this Agreement.
Advertiser agrees to indemnify, defend, and hold harmless NexPhaz, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising out of:
NEITHER PARTY SHALL BE LIABLE FOR:
Except for indemnification obligations, each Party’s total cumulative liability for all claims shall not exceed the sum of amounts paid or payable by Advertiser to NexPhaz in the past 12 months.
Company shall not be held liable for performance failures due to events beyond its reasonable control, including:
This section remains valid even if any exclusive remedy fails its essential purpose.
All formal communications under this Agreement must be:
Notices shall be sent to the addresses listed in the Order Form(s), unless a Party provides written notice of an address change.
The Advertiser and Company acknowledge that they are independent entities, and nothing in this Agreement shall be interpreted as creating:
Each Party retains full control over its own operations, employees, financial responsibilities, and decision-making.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Florida.
All disputes, claims, or proceedings arising from or related to this Agreement shall be exclusively litigated in:
The Parties consent to personal jurisdiction and venue in these courts and waive any objections based on forum non conveniens.
Each Party irrevocably waives its right to a trial by jury in any judicial proceeding related to or arising under this Agreement.
This waiver applies to all disputes, claims, and controversies, regardless of whether they arise from contract enforcement, tort claims, statutory violations, or other legal grounds.
If either Party initiates legal action to enforce the terms of this Agreement or recover damages due to a breach, the Party found to be at fault shall be required to:
A prevailing Party is defined as the Party in whose favor a final judgment is rendered following any appeals.
Recoverable expenses include, but are not limited to:
Company shall not be liable for any failure to perform its obligations due to circumstances beyond its reasonable control, including:
If a Force Majeure event prevents performance for more than 60 consecutive days, either Party may terminate the Agreement without liability.
Both Parties represent and warrant that they have:
This Agreement is legally binding upon all successors, assigns, subsidiaries, affiliates, and representatives.
If any provision of this Agreement is invalidated by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
Additionally, the following sections shall survive termination or expiration:
Any waiver granted under this Agreement must be documented in writing and delivered to the other Party as outlined in Section 23 (Notice Requirements).
Failure by either Party to enforce rights under this Agreement shall not:
Each Party retains its full ability to enforce contractual terms even if leniency is granted on a case-by-case basis.
This Agreement, including all Order Form(s), represents the entire understanding between the Parties regarding the subject matter herein. It supersedes all prior negotiations, discussions, agreements, and representations—both oral and written.
No changes, modifications, or additions to this Agreement shall be valid unless:
Any click-through agreements or additional terms imposed outside this Agreement shall not supersede the provisions herein.
This Agreement does not establish a partnership, joint venture, employment relationship, or agency representation between the Parties.
This Agreement may be executed in multiple counterparts, each of which shall be:
Execution of this Agreement via electronic signature, DocuSign, or other digital means shall be considered:
At Nexphaz, we are committed to helping your business achieve its online goals through expert SEO and digital marketing strategies.
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