Last Updated: October 23, 2024

1. Introduction

Welcome to SOURCEsem.com (“SOURCEsem” or “Site”). We appreciate your interest in our website development, graphic design, SEO, SEM, social media, and other marketing services. Before placing an order, please read and agree to these Terms and Conditions ("Terms" or "Agreement") as they govern your use of our Site and services.

For the purposes of these Terms, "we," "us," and "our" refer to SOURCEsem.com. "You" refers to you, the person accessing or using our Site and services. "Site" and "SOURCEsem.com" refer to our website located at https://www.SOURCEsem.com.

2. Orders and Payment

When placing an order with SOURCEsem.com, you agree to provide truthful and accurate information. After you describe your project and complete the order form, we may send you an invoice for the cost of the work. Payment in full is required before we begin any project unless other arrangements have been made.

• Pricing and Changes: All pricing on our Site or in an invoice is subject to change at any time. If additional work is requested or modifications exceed the norm (as determined by us), you will be liable for additional costs, either at our standard hourly rate or at a rate agreed upon by both parties.
• Payment Obligations: By placing an order, you agree to pay for the services requested, ensuring that your credit card or other payment method is valid and honored. We may provide credit terms to certain clients but reserve the right to demand payment in full at any time.
• Intellectual Property Rights: We retain all copyrights and intellectual property rights to any work we produce until payment is made in full. Upon full payment, ownership or licensing rights will be transferred or granted as outlined in Section 10.
• Failure to Pay: If you fail to make any payment, we reserve the right to take appropriate actions, including suspending services, revoking licenses, issuing cease and desist notices, or pursuing legal remedies.
• Cancellation and Modification: We reserve the right to cancel or modify any invoice or order, whether or not it has been paid, for any reason.

3. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• Providing False Information: Do not deceive us when signing up or placing an order, including misrepresenting ownership of any content you provide.
• Spamming: Do not use our work to spam or induce others to spam individuals or entities.
• Security Violations: Do not hack, crack, phish, or otherwise compromise the security, safety, or privacy of SOURCEsem.com, its network, servers, or users.
• Intellectual Property Infringement: Do not infringe on the intellectual property rights of others, including copyrights and trademarks.
• Unauthorized Access: Do not run any scripts or programs designed to search, index, or aggregate data from SOURCEsem.com without our express permission.
• Fraudulent Activities: Do not engage in any form of fraud or unlawful conduct.

4. Advertising and FTC Disclaimers

We design materials based on the specifications and content you provide. We make no representations regarding the legality or accuracy of any claims or descriptions of products or services in the content. It is your responsibility to ensure that all creative materials comply with legal requirements, including advertising regulations and FTC guidelines. You agree to hold us harmless and indemnify us against any losses arising from disputes or issues related to our work.

5. Intellectual Property Rights

• Client Content: You represent and warrant that you own or have the necessary permissions to use any content you provide to us.
• Use of Work Product:

  We reserve the right to use any final work product, including the content you provided, for the purpose of showcasing our previous projects in our portfolio, marketing materials, website, and other promotional mediums. By entering into this Agreement, you grant us a non-exclusive, worldwide, royalty-free license to display, reproduce, and distribute the work created for you, solely for our promotional purposes. If you prefer that your project not be showcased, you must notify us in writing before the completion of the project.

• Indemnification: You agree to indemnify and hold us harmless from any claims or damages resulting from intellectual property infringement related to the content you provide.

6. Revisions and Additional Work

We offer up to three (3) rounds of revisions on all projects. A "revision" constitutes any individual or round of edits or changes. After three rounds, additional revisions will be charged at an hourly rate agreed upon by both parties.

7. No Refunds and Guarantees

• Refund Policy: Under no circumstances will refunds (partial or full) be provided once a project has been booked or work has commenced.
• Performance Guarantees: We do not guarantee specific results from our services. Outcomes such as increased traffic, revenue, or other performance metrics are not assured.

8. Indemnification

You agree to indemnify, defend, and hold harmless SOURCEsem, its directors, officers, employees, agents, and contractors from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and court costs) arising out of or in any way connected with your use of our Site or services, your violation of these Terms, or your infringement of any intellectual property or other rights of any person or entity.

9. Limitation of Liability and Warranty Disclaimer

• "As Is" Basis: Our Site and services are provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose.
• No Liability for Damages: In no event shall SOURCEsem, its affiliates, or their respective directors, officers, employees, or agents be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses resulting from your use of our Site or services.
• Jurisdictional Limitations: Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Intellectual Property Ownership and Licensing

• Work Product Definition: "Work Product" includes all materials created or developed by SOURCEsem pursuant to this Agreement, including but not limited to pictures, audio, video, artistic works, website layouts, code, and other works of authorship.
• Ownership Transfer: Upon full payment of all outstanding invoices, ownership of the Work Product specifically created for you will be transferred to you.
• Proprietary Materials: Any proprietary tools, methodologies, or materials used by SOURCEsem in creating the Work Product remain our exclusive property. We grant you a non-exclusive, revocable license to use these proprietary elements as part of the final deliverables.

11. Dispute Resolution

• Governing Law: These Terms and any disputes arising out of or related to them shall be governed by the laws of the State of California, without regard to its conflict of law provisions.
• Jurisdiction and Venue: Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Menlo Park, California, and you consent to the personal jurisdiction and venue therein.
• Time Limitation: Any cause of action arising out of or related to the Site or services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

12. Confidentiality

All communications between you and SOURCEsem, including proposals, pricing, and project materials, are considered confidential. You agree not to disclose such information to any third parties without our prior written consent.

13. Modification of Terms

We reserve the right to modify or update these Terms at any time. Any changes will be effective upon posting the revised Terms on our Site. We will notify you of significant changes via email or a prominent notice on our Site. Your continued use of our services after such modifications constitutes your acceptance of the new Terms.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

15. Entire Agreement

These Terms constitute the entire agreement between you and SOURCEsem regarding your use of our Site and services and supersede all prior agreements or understandings.

16. Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of SOURCEsem.

17. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

18. Third-Party Content and Links

Our Site may contain links to third-party websites or content that are not owned or controlled by SOURCEsem. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. The inclusion of any link does not imply endorsement by us.

19. Data Protection and Privacy

We are committed to protecting your privacy. Please review our Privacy Policy for information on how we collect, use, and disclose personal information.

20. Compliance with Laws

You agree to comply with all applicable laws and regulations in connection with your use of our Site and services, including but not limited to marketing laws, advertising standards, and data protection regulations such as GDPR or CCPA.

21. Notices

Any notices or other communications required or permitted under these Terms shall be in writing and delivered to the parties at their respective addresses or email addresses provided.

22. Late Payment Policy

If you fail to make any payment when due, we reserve the right to charge a late fee of 10% per month on the outstanding balance until the payment is made in full. This fee will be compounded monthly.

23. Contact Information

For any questions or concerns regarding these Terms, please contact us at:

SOURCEsem
Email: info@sourcesem.com

Acknowledgment

By using our Site or services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.