Master Terms of Service
Effective Date: August 2026 • Governing Jurisdiction: Galveston County, Texas
Acceptance of Master Terms
These Master Terms of Service ("Agreement") comprehensively govern the provision of all services by Seismic Rave("Provider"), located in Galveston County, Texas. This includes, but is not limited to, digital marketing, advertising, live events, experiential marketing, graphic design, computer systems setup, software consulting, technology deployment, AI integration, CRM administration, and any other consulting or creative services.
1. SERVICES AND COMMUNICATION
1.1. Framework
The specific Services to be provided will be detailed in one or more separate Service Orders (or Addendums) executed by both parties. This Agreement applies to all past, present, and future Service Orders.
1.2. Strict Adherence to Scope
Provider absolutely does not perform any additional services outside the explicitly defined Scope of Services. Any requests for services, features, or deliverables outside the boundaries of the Service Order will be strictly denied unless Client signs a new, separate Service Order and pays the associated additional fees.
1.3. SLA, Support Boundaries & Communication
Provider's standard business hours are Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding holidays. Provider does not operate, perform work, or reply to communications on weekends. Clients are strictly prohibited from calling, texting, or expecting responses from Provider staff on weekends. Any communications received after 5:00 PM Central Time will be addressed on the following business day. Routine support is strictly limited to minor troubleshooting and bug fixes.
1.4. No Sandboxing
Provider does not build separate "sandbox" testing environments, perform speculative work, or offer trial periods. All development and design work is conducted directly in the agreed-upon staging or production environments.
1.5. Authorized Communication Channels
All requests for changes, revisions, or approvals must be submitted exclusively in writing to an approved Provider email address or project management portal. Requests sent via text message, social media DM, or to the personal accounts of Provider's employees will be explicitly ignored and do not constitute formal notice.
2. TERM, FEES, AND TERMINATION
2.1. Term & Renewals
The specific term for each Service shall be set forth in the applicable Service Order. Upon expiration of the initial term, each Service Order will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the term.
2.2. Non-Cancellable Contract Obligation
ALL SERVICE ORDERS ARE STRICTLY NON-CANCELLABLE BY CLIENT DURING THE INITIAL TERM OR ANY RENEWAL TERM. Client is legally bound to fulfill the payment obligations for the entirety of the agreed-upon term.
2.3. Provider's Right to Terminate & Morals Clause
Provider reserves the right to refuse service to anyone. Provider may terminate this Agreement and/or suspend Services (including taking down Client's website) for convenience by providing thirty (30) days' written notice. Furthermore, Provider may terminate immediately for cause if Client breaches this Agreement, fails to make payments, or engages in abusive, toxic, or unprofessional behavior toward Provider's staff, or if Client's brand becomes associated with illegal or highly controversial activities.
2.4. Late Payments & Penalties
If any payment is not received within three (3) days of the due date, a mandatory late fee of $50 (or 5% of the balance, whichever is greater) will be automatically applied, plus interest at 1.5% per month. If payment is not received within ten (10) days, Provider will immediately suspend all Services, including taking Client's website offline and pausing all ad campaigns. A $250 reinstatement fee will be required to restore suspended services.
2.5. Accelerated Payments Upon Breach
If Client cancels a Service Order prior to the end of the Initial Term, or if Provider terminates the Agreement for cause (due to Client's breach, non-payment, or toxic behavior), all remaining scheduled payments for the entire remainder of the term shall be instantly accelerated and become immediately due and payable as liquidated damages.
3. CLIENT OBLIGATIONS & PROJECT DELAYS
3.1. Client Delays & Failure to Fulfill Terms
Client's timely provision of materials, feedback, passwords, and approvals is critical. If Client "ghosts", delays providing required assets, or fails to fulfill their obligations for more than fifteen (15) days, Provider reserves the right to suspend the project. Client remains strictly liable for all scheduled monthly payments and retainers during any Client-caused delays.
3.2. Billing Not Contingent on Launch
Monthly retainer billing commences immediately upon execution of this Agreement (or the date specified in the Service Order) and shall not be paused, prorated, or delayed under any circumstances due to Client's failure to provide materials, approve deliverables, or delayed launch dates.
3.3. Deemed Acceptance Rule (5 Business Days)
Once Provider sends a website preview link or project deliverable to Client for review, Client has five (5) business days to submit a consolidated list of requested revisions. If Provider does not receive a written revision list within five (5) business days, the deliverable shall be legally deemed accepted, approved, and launched without further waiting.
3.4. Unrealistic Expectations & Marketing Realities
Client acknowledges that SEO, digital advertising, and brand growth take time to yield measurable results. Provider makes no guarantees of overnight success, specific sales volumes, or immediate ROI. Constant demands for immediate metrics, harassment of Provider's staff, or requesting scope creep outside the boundaries of the signed Service Order will not be tolerated and shall be considered a material breach of this Agreement, granting Provider the right to terminate for cause.
3.5. Mandatory Content Freeze Date
Provider will not initiate website development or production building until Client submits 100% of all required text, photos, logos, and digital assets ("Content Freeze Date"). If Client requests to edit copy or provide assets on the fly after production has commenced, such edits shall count toward the Revision Limit or require a Change Order.
3.6. Website Revision Limits & $195/hr Hourly Rate
Provider includes a maximum of two (2) rounds of website revisions prior to official launch, and one (1) routine revision per calendar month post-launch under active website maintenance retainers. Any additional revisions, structural rebuilds, or scope additions beyond these limits must be executed via a Change Order and paid in advance at Provider's standard rate of $195 per hour before work is performed.
4. CONFIDENTIALITY & NON-DISCLOSURE
4.1. Mutual Confidentiality
During the course of business, both parties may share confidential, proprietary information ("Confidential Information"), including trade secrets, AI prompts, algorithms, and business strategies. Both parties agree to hold such information in strict confidence and not disclose it to any third party.
5. PROPRIETARY OWNERSHIP, TERM-LIMITED LICENSE & DIGITAL ASSET PROTECTION
5.1. Proprietary Ownership by Seismic Rave
All products, deliverables, websites, software architecture, databases, AI integration systems, custom code, graphic assets, video productions, workflows, and marketing frameworks developed, designed, or deployed by Provider are and shall remain the exclusive proprietary property of Seismic Rave Media. This Agreement constitutes a service agreement and under no circumstances transfers title, ownership, or underlying intellectual property to Client during the active engagement.
5.2. Term-Limited License to Use (Service Term Only)
Subject to Client's full compliance with this Agreement and timely payment of all scheduled fees, Provider grants Client a limited, revocable, non-exclusive, non-transferable license to use the website, digital assets, and deliverables solely during the active term of the executed Service Order. Provider retains the absolute right to instantly revoke this license and disable access to hosted websites, landing pages, and digital assets if Client breaches this Agreement or fails to make scheduled payments.
5.3. End-of-Term Release Protocol & Asset Transfer
Final release, unencumbered license transfer, or migration of client-specific rendered deliverables (such as finalized logos, completed video exports, or exportable site content) shall occur ONLY upon the successful completion of the full contract term, provided Client has paid 100% of all fees owed in full with zero outstanding balances. Premature termination, non-payment, or cancellation forfeits any right to asset release or website migration.
5.4. Protection of Digital Assets, Anti-Piracy & Reverse Engineering
Client and its agents are strictly prohibited from copying, scraping, cloning, decompiling, reverse-engineering, sub-licensing, or migrating Provider's proprietary code, software modules, website architecture, or AI prompts to third-party hosts or competing agencies prior to authorized release. Any unauthorized replication or migration of Provider's digital assets constitutes willful copyright infringement and theft of trade secrets, entitling Provider to immediate injunctive relief and maximum statutory damages.
5.5. Raw Files & Working Files Policy
During the active term, Client is purchasing final, rendered deliverables only (e.g., exported MP4s, finalized JPEGs, live hosted web code). Raw photography files, unedited video footage, and working source files (e.g., Photoshop PSDs, Premiere Pro files, Figma source files) remain the exclusive property of Provider. Raw working files will only be released following the successful completion and full payout of the entire contractual term upon formal written request.
5.6. AI Training & Model Optimization
Client grants Provider a non-exclusive, perpetual license to use, process, and analyze anonymized Client materials and operational outputs solely to train, fine-tune, and improve Provider's proprietary AI models, targeting algorithms, and conversion systems.
5.7. Stock Assets, Client Clearances & Portfolio Rights
Client is strictly bound by third-party stock licensing terms. Client represents that all provided media possesses proper copyright clearances and agrees to fully indemnify Provider against copyright infringement claims. Provider reserves the right to showcase completed deliverables in its portfolio and promotional materials.
6. RESTRICTIVE COVENANTS
6.1. Non-Disparagement & Unwarranted Reviews
Client agrees not to make, publish, or communicate to any person or entity in any public forum (including online review sites, social media, or the BBB) any defamatory, false, or disparaging remarks concerning Provider. This strictly prohibits Client from leaving negative reviews arising from Client's own failure to provide necessary materials, Client's breach of contract, or Client's unrealistic expectations.
6.2. Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any employee or contractor of Provider.
7. SPECIALIZED SERVICE LIABILITY
7.1. Advertising & Media Buys
All third-party advertising spend (e.g., Google Ads, Meta Ads) must be billed directly to the Client’s credit card. Provider is not responsible for fronting ad spend, nor is Provider liable for budget overspend caused by platform bugs or algorithmic fluctuations.
7.2. Event & Experiential Marketing
For live events and experiential marketing, Client is solely responsible for obtaining all necessary venue permits, security, and liability insurance. Provider is not liable for event cancellations, low attendance, weather disruptions, or physical injuries occurring at live activations.
7.3. TCPA & Data Privacy Compliance
Client is solely responsible for ensuring their CRM, SMS, and email marketing lists comply with all laws, including TCPA, CAN-SPAM, and GDPR. Provider is not liable for regulatory fines incurred due to Client's failure to obtain legally required opt-in consent from their customers.
7.4. Social Media Account Access
Client is responsible for securing and maintaining administrative access to their own social media accounts, domains, and CRM platforms. Provider is not liable for lost access, hacks, or account bans resulting from Client's negligence or third-party platform actions.
7.5. Website Accessibility (ADA)
Client acknowledges that website accessibility laws (e.g., ADA Title III, WCAG) are complex and evolving. Client is solely responsible for ensuring their website and business operations comply with all federal accessibility laws. Provider is not liable for any third-party claims alleging that Client's website is not accessible.
8. DISCLAIMER OF WARRANTIES & LIABILITY
8.1. Texas DTPA Waiver
CLIENT WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF CLIENT'S OWN SELECTION, CLIENT VOLUNTARILY CONSENTS TO THIS WAIVER.
8.2. Limitation of Liability
IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
8.3. General Indemnification
Client agrees to indemnify, defend, and hold harmless Provider and its employees from any claims, lawsuits, or damages arising out of Client’s own business operations, products, services, or negligent acts.
9. GOVERNING LAW AND BINDING ARBITRATION
9.1. Governing Law & Venue
This Agreement shall be governed by the laws of the State of Texas. The exclusive venue for any legal action not subject to arbitration shall be Galveston County, Texas.
9.2. Binding Arbitration in Galveston County
Any controversy, claim, or dispute arising out of or relating to this Agreement shall be settled exclusively by binding arbitration administered by the American Arbitration Association. The arbitration shall be conducted exclusively in Galveston County, Texas.
10. MISCELLANEOUS
10.1. Force Majeure
Neither party shall be liable for performance delays due to acts of God, severe weather, or internet outages.
10.2. Severability
Invalid provisions shall be modified to the minimum extent necessary; remaining provisions remain in full force.
10.3. Attorney's Fees
The prevailing party in any legal dispute shall be entitled to recover reasonable attorney's fees and costs.
10.4. Independent Contractor
Provider is an independent contractor; nothing creates a partnership or joint venture.
10.5. Entire Agreement
This Agreement and executed Service Orders constitute the entire contract and supersede all prior agreements.
Legal Compliance Desk
Seismic Rave Media
Galveston County, Texas
617 8th Ave N, Texas City, TX 77590
Email: info@seismicrave.com
Phone: (713) 510-3321