GOANNA DIGITAL - TERMS & CONDITONS

1. Definitions

Client: Any individual or entity that engages the Company for Services.

Content: All text, graphics, images, code, designs, data, reports, and other materials provided by the Company or submitted by Users through the Site.

User: Any visitor to or user of the Site, including Clients.

2. Company Information

Legal Entity: Goanna Ventures LLC (“Company”)
Trading as: Goanna Digital

Date of Formation: August 17, 2024
Type: Member-Managed LLC

Principal & Mailing Address: 30 N Gould St Ste N, Sheridan, WY 82801, United States

3. Acceptance of Terms

By using the Site or engaging our Services, you represent that you are at least 18 years of age and have the full power and authority to enter into these Terms. You also represent that you will use the Services in compliance with all applicable laws and regulations.

4. Services

• Scope of Services: We provide digital marketing, branding, SEO, PPC, social media management, and related services as described on our Site or in separate agreements.
• Service Agreements: Specific deliverables, timelines, and fees for Services will be detailed in individual proposals, statements of work, or Master Service Agreements (“MSA”) executed by both parties. These Terms apply to all such agreements.

5. Client Responsibilities

• Provide accurate, complete, and timely information and materials as requested.
• Obtain all rights, licenses, and permissions to any third-party content provided to us.
• Cooperate with Company’s reasonable requests to facilitate delivery of Services.

6. Fees and Payment

6.1 Fees:

Fees for Services are as set out in the applicable proposal or MSA. All quotes expire after 30 days unless otherwise stated.

6.2 Invoices:

We will invoice Clients according to the payment schedule in the applicable agreement. Unless otherwise agreed, payment is due within 14 days of invoice.

6.3 Late Payments:

Overdue invoices accrue interest at 1.5% per month (or the maximum permitted by law), plus any costs of collection, including legal fees.

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6.4 Taxes:

Clients are responsible for all taxes, duties, and levies associated with Services, except for taxes on the Company’s net income.

7. Intellectual Property

7.1 Company IP:

Fees for Services are as set out in the applicable proposal or MSA. All quotes expire after 30 days unless otherwise stated.

7.2 Client IP:

Client retains ownership of all intellectual property provided to the Company.

7.3 Deliverables:

Unless otherwise agreed in writing, upon full payment, the Company grants Client a non-exclusive, royalty-free license to use deliverables for their internal business purposes.

7.4 Third-Party Materials:

Use of any third-party software or materials is subject to their respective license terms.

8. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed during the engagement. “Confidential Information” means any non-public information marked as confidential or which a reasonable person would understand to be confidential. This obligation survives termination of these Terms.

9. Warranties; Disclaimers

• Warranties: Each party represents that it has the legal power to enter into these Terms.
• Disclaimer: Except as expressly provided, Services and the Site are provided “AS IS” and the Company makes no other warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law, the Company’s total liability for any claim arising out of or relating to these Terms or Services is limited to the fees paid by Client for the Services giving rise to the claim. In no event shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages.

11. Indemnification

Client agrees to defend, indemnify, and hold harmless the Company and its members, managers, employees, and agents from any claims, damages, liabilities, and expenses arising from Client’s breach of these Terms or violation of any law or third-party rights.

12. Term and Termination

12.1 Term:

These Terms remain in effect until terminated by either party.

12.2 Termination for Convenience:

Either party may terminate upon 30 days' written notice.

12.3 Termination for Cause:

Either party may terminate immediately for material breach if the breaching party fails to cure within 10 days after written notice.

12.4 Effect of Termination:

Upon termination, Client pays for Services rendered to date. Sections 7 (IP), 8 (Confidentiality), 10 (Liability), 11 (Indemnification), and 13 (Miscellaneous) survive.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. Any dispute arising under these Terms shall be resolved by binding arbitration under the rules of the American Arbitration Association in Sheridan County, Wyoming.

14. Changes to Terms

We may revise these Terms at any time by posting the updated Terms on the Site with a new "Last Updated" date. Continued use constitutes acceptance of the changes.

15. Miscellaneous

• Entire Agreement: These Terms, together with any executed MSAs, constitute the entire agreement.
• Severability: If any provision is held invalid, the remainder remains enforceable.
• Assignment: Client may not assign rights without Company's written consent.
• Notices: Notices must be sent to the principal address above.

Entire Agreement: These Terms, together with any executed MSAs, constitute the entire agreement.
Severability: If any provision is held invalid, the remainder remains enforceable.
Assignment: Client may not assign rights without Company's written consent.
Notices: Notices must be sent to the principal address above.

16. SMS, Email, and Messaging Terms (USA - A2P Compliance)

Effective Date: DD/MM/YYY
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You may receive transactional messages (e.g., appointment confirmations, quote reminders) and promotional messages (e.g., special offers, service updates). You can cancel the SMS service at any time by replying STOP. Upon sending STOP, you'll receive a confirmation. To rejoin, opt in again through our web form.
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Reply HELP for help. Carriers are not liable for delayed or undelivered messages. Message frequency varies. Standard message and data rates may apply. Contact: hello@goannadigital.com. See our Privacy Policy for more details.