Terms & Conditions

1. Agreement Acceptance and Definitions

1.1. Acceptance: These Terms and Conditions ("Agreement" or "Terms") govern the relationship between Kohly Hawkins, LLC, dba Jadwyn Media (hereinafter referred to as "Jadwyn Media", "We", "Us", or "Our") and the client (hereinafter referred to as "Client" or "You") for the provision of digital marketing, content strategy, and consulting services. By accepting a proposal, Statement of Work, or engaging Our services, You agree to be bound by these Terms.

1.2. Definitions:

Services: All work provided by Jadwyn Media, including but not limited to strategy, consulting, content creation, social media management, and advertising.
Deliverables: The final work product created for the Client (e.g., reports, ad copy, videos, graphics).

2. Intellectual Property (IP) and Ownership

2.1. Client Ownership: Upon full and final payment of all applicable invoices, Jadwyn Media hereby assigns and transfers to the Client all right, title, and interest in and to the final Deliverables created specifically for the Client under the respective Statement of Work. This transfer includes full copyright and all other intellectual property rights.

2.2. Jadwyn Media Retained Property: Notwithstanding any transfer of rights under Section 2.1, Jadwyn Media retains all intellectual property rights in its: (a) proprietary business methodologies, strategies, workflows, and templates; (b) know-how, concepts, and techniques developed before or independently of this Agreement; and (c) any pre-existing materials or general code libraries ("Jadwyn Media Retained Property"). The Client is granted a non-exclusive, non-transferable license to use the Jadwyn Media Retained Property only as necessary to utilize the final Deliverables. The Client shall acquire no ownership rights in the Jadwyn Media Retained Property.

3. Payment and Billing Terms

3.1. Invoicing: Jadwyn Media will issue invoices in accordance with the payment schedule outlined in the specific service agreement or Statement of Work.

3.2. Payment Due Date: All invoices are due and payable Net Thirty (30) days from the invoice date.

3.3. Late Payment Fee: Any invoice not paid by the Net 30-day due date will incur a late payment interest fee of one and one-half percent (1.5%) per month on the outstanding balance, compounded monthly, until the balance is paid in full. Jadwyn Media reserves the right to suspend all services until overdue amounts are paid.

4. Client Cooperation and Responsibilities

4.1. Asset Provision: The Client is responsible for providing all necessary materials, content, approvals, access credentials, and feedback ("Client Assets") in a timely manner as required for Jadwyn Media to perform the Services.

4.2. Client Delay and Invoicing: Failure by the Client to provide necessary Client Assets or required approvals within five (5) business days of a written request from Jadwyn Media constitutes a Client Delay. Jadwyn Media will not be responsible for any delays in the project timeline or budget resulting from a Client Delay. Furthermore, if a Client Delay prevents project completion, Jadwyn Media reserves the right to invoice the Client for all remaining fees associated with the delayed work, as the work shall be considered provisionally complete for billing purposes.

4.3. Client Warranties: The Client warrants that it owns or has the legal right to use all Client Assets provided to Jadwyn Media and that their use will not infringe on the rights of any third party.

4.4. Prohibited Activities: The Client and any website user are strictly prohibited from: (a) attempting to gain unauthorized access to any part of the website or its underlying systems; (b) uploading or transmitting any computer viruses or malware; (c) engaging in data mining, scraping, or harvesting of website content; or (d) using the website for any unlawful, harassing, or commercial purposes not explicitly approved by Jadwyn Media.

4.5. User Submissions: Any comments, feedback, or information submitted by a user through the website (e.g., contact form, blog comments) grants Jadwyn Media a perpetual, non-exclusive, royalty-free license to use, reproduce, modify, and publish that content.

5. Warranties and Limitation of Liability

5.1. Limited Warranty: Jadwyn Media warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

5.2. Disclaimer of Guarantees: The Client acknowledges that due to the dynamic nature of digital marketing, search engine algorithms, and consumer behavior, Jadwyn Media cannot and does not guarantee specific results, rankings, traffic levels, or sales conversions.

5.3. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JADWYN MEDIA’S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO JADWYN MEDIA OVER THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. JADWYN MEDIA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Termination

6.1. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any of these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

6.2. Effect of Termination: Upon termination, the Client must immediately pay Jadwyn Media for all Services performed up to the termination date. All IP ownership (Section 2) will remain with Jadwyn Media until final payment is received.

7. Dispute Resolution and Governing Law

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

7.2. Mandatory Binding Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by a recognized arbitration service (such as the American Arbitration Association) in accordance with its commercial arbitration rules. The arbitration shall take place solely in Warren County, Virginia, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Client and Jadwyn Media expressly waive the right to a trial by jury and waive any right to participate in a class-action lawsuit against one another.

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