LV BRANDING Terms And Conditions

Last updated Jun 01, 2024

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INTERPRETATION AND DEFINITIONS

 

Interpretation

The words whose initial letter is capitalized, such as 'Agency' and 'Client, 'have specific meanings defined under the following conditions. For instance, 'Agency' refers to LV Branding, and 'Client' refers to the individual or entity hiring LV Branding's services. The following definitions shall have the same meaning regardless of whether they appear singular or plural.

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Definitions​

For the purposes of these Terms and Conditions:

• Agency (referred to as either "the Agency," "the Company," "Company," "We," "Us," or "Our" in this Agreement) refers to LV Branding.

• Service refers to the "services," "products," and "consultancy" offered by the Agency.

• Terms and Conditions (also referred to as "Terms" or "Terms & Conditions") refer to the entire Agreement between You and the Agency regarding the use of the Service.

• Client  (referred to as either "the Client" or "You" in this Agreement) means the individual accessing, using, or hiring the Agency Services, the Company, or other legal entity on behalf of which such individual is accessing or using, or hiring the Agency Services, or the Company, as applicable.

• Prolonged Projects: Refers to projects that, despite being initiated and invoiced, have not made significant progress or reached completion within sixty (60) days from the original invoice date. It's crucial to note that such projects may lead to additional add-ons and charges, including extended project management fees and revised rates. These add-ons or charges could be higher due to the increased time and resources required.

• Abandonment refers to the failure of a Client to perform their contractual obligations or the cessation of communication and activity related to its contract with the Agency without written justification for a period exceeding one hundred and twenty (120) days. Such Abandonment may result in the termination of this contract and the forfeiture of any rights or claims to compensation or benefits under its open contract (due invoice.) This is a serious matter, and it's crucial for all parties to understand the potential consequences.

• Material (referred to as either "Material" or "the Material" in this Agreement) refers to the Audiovisual or Graphic Asset, including but not limited to logos, images, videos, and animations offered by the Agency.

• SOW (Scope of Work) refers to a detailed and specific document that outlines the work to be performed under an agreement between the Client and the Agency.

• Website (referred to as either "Application" in this Agreement) refers to LV Branding's website.

• Third-party investment is defined as the proposed investment budget by LV Branding for the brand identified above, aimed at achieving the established objectives that the Agency may even offer. The fees for services include the production of printed materials and local, regional, national, or international distribution; photographers, videographers, and production assistants; editing services; catering and hydration for staff and guests; suppliers of products, services, and artistic talent (such as voice actors, singers, DJs, influencers, among others.), suggested media (radio, press, TV, social media platforms, or other digital media), press communication distributors, publication of articles in local, regional, national, and international print media, video and photography production, transportation, props, marketing efforts, and social media management.

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ACKNOWLEDGMENT

These are the Terms and Conditions that LV Branding, as an Agency, and the Client agree upon. They outline the rights and obligations of both parties regarding the hiring of the Agency's services. For example, the Client has the right to receive the agreed-upon Services and the obligation to pay for these services. The Agency has the right to terminate the services in case of non-compliance and the obligation to provide the services as agreed upon. These terms foster mutual understanding and respect and ensure mutual benefits from this professional relationship.

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The use of the Agency's services is contingent upon the Client's acceptance and adherence to these Terms and Conditions. This requirement applies to all website visitors and users who access or hire the Agency services, underlining the Client's crucial role in the Agreement and their empowerment to make informed decisions.

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By hiring The Agency, the Client agrees to be bound by these Terms and Conditions. It is crucial to note that if the Client disagrees with any part of these Terms and Conditions, the Client shall not access the Agency's services. Non-compliance may result in termination of services and potential legal consequences.

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The Client acknowledges that they are over the age of 18. LV Branding only permits those under 18 to hire our services under the representation and supervision of a legal guardian or representative. This is to ensure that the rights and interests of all parties involved are protected.

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The Client's access to and use of the webpage is also conditioned on the Client's acceptance of and compliance with the Agency's Privacy Policy. Our Privacy Policy is an integral part of these Terms and Conditions, as it describes our policies and procedures regarding collecting, using, and disclosing personal information when you use the Application or the Website. It also informs you about your privacy rights and how the law protects you. Please read our privacy policy carefully before using our Service. 

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NEW RATES FOR CLIENTS WITH OPEN PROJECTS EXCEEDING 60 DAYS

 This Clause will be applied to clients with open projects that have been invoiced and have exceeded 60 days without completion. These rates are designed to reflect the additional costs and resources regarding time and/or material costs required to maintain and manage prolonged projects.

Photography and Videography Shootings
 

Client's Responsibility for Location Charges:

• The Client is responsible for all study and location charges associated with photography and videography shootings.

• If the Client does not provide a suitable location, LV Branding will arrange the location and the associated costs will be charged to the Client.

 

Advance Payment Requirement:

• The costs for the location will be detailed in an invoice.

• This invoice must be paid in advance by the Client in order to secure the space booking and proceed with the production.

• Failure to make the advance payment will result in delays or potential rescheduling of the shoot.

 

Transparency and Communication:

• LV Branding values the Client's input regarding location choice and will work closely with the Client to ensure the selected location meets their requirements.

• All charges will be communicated to the Client before any bookings are made.
   

 

Casting Costs and Talent Fees

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Client's Responsibility for Casting Costs:

• The Client is responsible for all casting costs and talent fees associated with the project.

• These costs include but are not limited to the fees for actors, models, voice-over artists, and any other talent required for the production.
   

Invoicing and Payment:

• All casting and talent-related costs will be included in an invoice sent to the Client.

• This invoice must be paid in advance to secure the talent and ensure their availability for the scheduled production dates.

 

Advance Payment Requirement:
Payment of these costs in advance is mandatory to avoid any disruptions or cancellations.
Failure to make the advance payment will result in delays or potential rescheduling of the production involving talent.
 

General Terms

Applicability of New Rates:

• These new rates apply to all clients with open projects that have been open for more than 60 days from the original invoice date.

• The rates reflect the additional administrative and logistical efforts required to manage prolonged projects.
   

Notification and Agreement:

• Clients will be notified of these new rates if their project exceeds the 60-day threshold.

• Continued engagement with LV Branding's services beyond this period will be considered as an agreement to the new rates.

 

Non-Payment and Project Termination: In the event of non-payment of the advance invoices for location charges, casting costs, or talent fees, LV Branding reserves the right to suspend or terminate the project. This includes halting all production activities, releasing any talent or locations that have been booked, and ceasing all communication related to the project. Clients will be allowed to settle outstanding invoices before any termination is enforced. It's important to note that non-payment can significantly disrupt the project and may lead to its termination. 

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ABANDONMENT CONTRACT CLAUSE

 

All parties are required to fulfill their respective obligations under this contract promptly and diligently. Failure to do so may result in the termination of this contract. If the Client fails to perform its duties, such as payments and work schedule, or ceases communication and activity for one hundred and twenty (120) consecutive days without written justification, this will be deemed Abandonment.

 

UNDER NO CIRCUMSTANCES AND WITHOUT ANY EXCEPTIONS WILL THE UPFRONT PAYMENTS RECEIVED BE RETURNED, TRANSFERRED, OR CREDITED TO ANY NEW SERVICE. THE AGENCY RESERVES THE ABSOLUTE RIGHT TO TERMINATE THE CONTRACT ABANDONED BY THE CLIENT.

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If, with the upfront payment, the delivery of any asset remains pending, the delivery will be agreed upon between the parties in the time the Agency designates, under the Agency conditions, and with a new Invoiced Project. If the Client approves, they must register a credit card in the system that will automatically debit, in the agreed time, the agreed amounts per the milestones the Agency met.

 

 

1. Notification and Remediation: The Agency will notify the Client in writing of the perceived Abandonment. The Client shall have ten (10) days from the date of notification to respond and provide written justification or evidence of intent to fulfill its obligations. This response period is crucial, as it provides the Client with ample time to address any concerns or issues that may have led to the perceived Abandonment. We value your input and believe in open communication.

2. Termination Rights: If the Client fails to respond within the ten (10) day period, the Agency shall have the right to terminate this contract immediately. This termination process is designed to be fair and transparent, ensuring that both parties have a clear understanding of their rights and responsibilities. We want to assure you that this process is in place to protect both parties and maintain a fair business relationship.

3. Consequences of Termination: 

• ​Upon termination due to Abandonment, the Client shall forfeit any rights or claims to compensation or benefits under this contract.

• The Agency retains the right to seek damages or any other legal remedies available under the law.

 

 

 

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CONSULTANCY SERVICES

1. The reservation fee is non-refundable under any circumstances.

2. If the Client finds it difficult to attend the consultation meeting as scheduled, LV Branding is open to the possibility of rescheduling it for a more convenient day or month.

3. The consultation time is from one to one hour, based on the scheduled and formally reserved time.

4. The advisor will wait online for up to 15 minutes; if the Client has not joined after this time, the meeting will automatically be marked as completed.

5. If the Client wishes to extend the consultation, they must make payment in advance for the extra hour.

6. The consultancy involves listening to the prospect's needs to diagnose the company. Afterward, potential solutions will be emailed as a formal investment service proposal.

7. If the Client approves the Agency's offer, the amount paid for the consultation(s) will be deducted from the total service contracted.

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MULTIMEDIA PRODUCTIONS AND GRAPHIC DESIGN SERVICES

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Graphic and Audiovisual Material Usage Clause

The undersigned parties agree to the following terms and conditions regarding the use of specific types of graphic and audiovisual Material (the "Material"), including but not limited to logos, images, videos, and animations:

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1. Limited Usage Rights: LV Branding LLC grants the  Client a non-transferable right to use the Material solely for promotional and informational purposes. This usage is limited to the Client's official website, social media networks, or any other media specifically mentioned on the Invoice or SOW.

2. Scope of Usage: The rights granted herein are strictly limited to displaying and distributing the Material on Client's one (1) of the designated --contracted – media, such as the official website (one branch), social media accounts, editorial, collaterals or the specified on the Invoice, and/or SOW.

3. Geographical Limitation: The usage rights are limited to one (1) geographical location specified in the Invoice and/or SOW.

4. Prohibited Uses: Client shall not sublicense, sell, distribute, or otherwise transfer the Material to any third party without the prior written consent of LV Branding.

5. Duration of License: This license shall be effective on the date of release and may be terminated by the Agency if the Client breaches any terms herein.

6. Compliance with Laws: As a trusted partner, the Client is entrusted with the responsibility to diligently comply with all applicable Texas and U.S. intellectual property laws and regulations.

7. Indemnification: The client agrees to indemnify and hold the Agency harmless from any claims, damages, or liabilities arising from unauthorized use of the Material.

8. Governing Law: This Agreement shall be governed by and construed per the laws of the State of Texas.

 

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THIRD-PARTY VENDORS AND PROVIDERS ARE NOT AUTHORIZED TO AWARD PUBLICLY, ADD TO THEIR PORTFOLIO, OR EXHIBIT THE CONCEPTUALIZATION OR DESIGN CREATED BY LV BRANDING IN ANY MEDIA. EXTERNAL PROVIDERS MUST EXCLUSIVELY PROMOTE ONLY THE REPRODUCTION OR DISTRIBUTION SERVICE THE CLIENT CONTRACTED FROM THEM.

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By utilizing LV Branding's Audiovisual production and Design services, the Client is invited to embrace the 'Made with Love by LV Branding' statement as a symbol of our commitment to quality and dedication. This statement may be included in the Material unless the Client requests in writing and before the reproduction of the Material not to be placed in the final artwork.

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Stock Licensed Material

This term refers to any stock images, videos, illustrations, or other media content, including but not limited to those provided by LV Branding (the Agency) to the licensee.

• Third Parties: Any entity or individual other than the licensee who may use or access the Stock Licensed Material under certain conditions specified in this Agreement.

• Grant of License: The Agency grants the licensee a non-exclusive, non-transferable right to use the Stock Licensed Material, subject to the terms and conditions outlined in this Agreement.

• Permitted Uses: The Stock Licensed Material may be used ONLY for the purposes expressed in the Invoice or the SOW. Any other use for which the permission is granted is strictly prohibited. 

• Attribution: Where required by the Agency, appropriate credit must be given to LV Branding and/or the original creator of the Stock Licensed Material. This is a crucial part of respecting the intellectual property rights of the creators and the Agency.

• Duration of License: The license to use the Stock Licensed Material is granted for a specified period as agreed upon at the time of purchase. Upon expiration, all use of the Material must cease, and any copies in possession of the licensee or third parties must be deleted or destroyed unless a renewal or extension is agreed upon.

• Intellectual Property Rights: All intellectual property rights in and to the Stock Licensed Material remain with the original creators or the Agency. The licensee acquires no ownership rights in the Material.

• Indemnification: The licensee agrees to indemnify and hold harmless the Agency from any claims, damages, liabilities, or expenses arising out of the use of the Stock Licensed Material.

• Limitation of Liability: The Agency shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use or inability to use the Stock Licensed Material, even if the Agency has been advised of the possibility of such damages. Examples of such damages include, but are not limited to, loss of profits, loss of data, or damage to reputation.

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Agency is located.

• Amendments: The Agency reserves the right to amend these terms and conditions at any time. The licensee will be notified of any significant changes through email.

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WEBSITE, UX/UI SERVICES

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Website design and Implementation Service: By engaging LV Branding's expertise for the Design, Development, and implementation of your website on a third-party platform, such as Clover, Toast, Wix, WordPress, Square Space, Shopify, Square, GoDaddy, AWS, among others, you are not only ensuring the security and maintenance of your platform but also gaining the advantage of a partnership with the chosen platform. This partnership grants you co-ownership and all associated access to manage your website as a co-owner and administrator.

 

It's important to note that some SaaS platforms use the term 'Owner' to refer to the entity that develops or implements the website. However, this does not imply that LV Branding is, or intends to be, the owner or responsible party for your website, brand, product, or Service. Our role is strictly limited to the Design and implementation of your website.

 

Web Maintenance Fee

Web maintenance is fundamental to ensuring any website's optimal functionality and security. Establishing a $50 fee –or the amount agreed in the negotiation approved and based on the Invoice for this service– is a strategic decision that reflects LV Branding's commitment to quality, reliability, and technical excellence in managing our Client's online presence.

 

1. Proactive Security Risk Management: LV Branding has a dedicated team monitoring your website's security. This continuous monitoring allows us to proactively detect and mitigate security threats, protecting your site against potential cyber-attacks and vulnerabilities.

2. Technical Updates and Maintenance: LV Branding's maintenance fee covers all necessary technical updates to ensure your website runs with the latest software and plugin versions. This includes security updates, bug fixes, and performance enhancements to keep your site optimized and compliant with current standards.

3. Specialized Technical Support: LV Branding's highly trained technical team is available to provide personalized support for any technical issues or inquiries you may have. Whether you need help with configuration, troubleshooting, or optimizing your website, we offer expert and timely assistance.

4. Data Backup and Recovery: LV Branding regularly implements automatic backups of your website to ensure data integrity and availability in the event of any unexpected incidents. In the unlikely case of data loss, our team can perform a quick and complete restoration to minimize downtime and critical information loss.

5. Performance and Speed Optimization: LV Branding is committed to keeping your website running optimally, ensuring fast load times and a smooth user experience. We perform periodic optimizations to enhance your site's performance, speed, and responsiveness, contributing to greater user satisfaction and better search engine rankings.

6. Regulatory and Legal Compliance: LV Branding ensures your website complies with all relevant regulations and legal requirements, such as data protection laws and web accessibility standards. This helps protect you from potential fines and litigation while ensuring an inclusive and accessible user experience.

 

The web maintenance fee is not just a cost but a guarantee of your website's continuous security and performance. It provides peace of mind, knowing that you have the support of an expert and dedicated technical team. This investment is designed to protect and optimize your online presence, allowing you to focus on growing your business while we handle your website's technical and operational management.

 

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Website Maintenance Service

To ensure the system's proper functioning, the Client identified in the Invoice understands and agrees to pay the Agency a monthly fee. Any additional requests or deliverables outside the scope of the Invoice, including service payments for product updates, landing page design and implementation, promotions, and additional configurations, will incur extra charges, as will the annual platform cost stipulated in the initial contract.

 

Payments shall be made according to the schedule established in the Invoice: 100% upfront payment upon Invoice for control, payable as follows:

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• Credit Card Inclusion and Automatic Charging: The Client will include a credit card in LV Branding's administrative system, and the fee will be automatically charged to the card on the 1st of each month thereafter, as long as the Client continues to use the system.

• Grace Period: The system provides up to a 30-day grace period after the end of the month, according to the established calendar. Upon reactivation, the past due month and the previous month will be charged, plus a $75 administrative fee.

• Non-Payment Consequences: If payment is reversed for four (4) consecutive months without a prior written communication from the Client, the website will be automatically deleted, and the domain will be released, including associated costs. Responsibility for this action lies solely and exclusively with the Client identified in the recurring Invoice.

 

This agreement ensures that the Client's website remains functional and secure while outlining clear payment guidelines and consequences for non-payment, protecting both the Client and the Agency.

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Transfer of Ownership

At the moment of the transfer of ownership from Agency ownership to Client soleil ownership, LV Branding is released from any responsibility for any functionality, security, or design errors that the website may present, such as:

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1. Design and Functionality Inconsistencies: Transferring ownership to another account could result in inconsistencies in the website's Design and functionality, which could affect the user experience and brand perception.

2. Loss of Specialized Support: The new account may have a different level of expertise and specialized knowledge on the WIX platform, which could impact the website's quality and performance.

3. Management Complexity: Transferring ownership may complicate website management and maintenance, especially if multiple parties are involved in the process.

4. Security Risks: The new account may have different security measures and data protection protocols than LV Branding, potentially exposing the website to security risks.

5. Intellectual Design Rights: The reference in the website's footer indicating the Design was made by "LV Branding" cannot be removed. Additionally, the Design of this website is licensed exclusively to your company, meaning this website cannot be duplicated, replicated, or sold. Per the intellectual design rights of the United States, which state that 'Design is considered intellectual property and may be protected by copyright law,' it emphasized the importance of respecting and recognizing the intellectual property associated with the Design of this website.

 

Transfer Fee and Handling Fees

The transfer and handling fees total $850. The Ownership Transference must be requested in writing. The transfer and handling fee amount will be invoiced, and the Client must pay 100% of the transfer fee in advance to proceed with the transfer.​

 

Upon transferring ownership from LV Branding to the Client, this transfer signifies that the Client's rights, responsibilities, and obligations related to the website are now solely held by the Client. LV Branding will no longer be liable for any issues, maintenance, or updates post-transfer, and any future modifications or rectifications will be the Client's sole responsibility. Once the transference is done, for any inquiries and technical support for the website, please refer to the specialized support center of the WIX platform: WIX Support. They will be your primary point of contact for any website-related issues or queries.

 

  

TERMINATION

We may terminate or suspend Client Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if Client breaches these Terms and Conditions. However, we are committed to ensuring you are fully informed and prepared for any such termination or suspension and will strive to communicate it promptly and clearly.

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The Client's rights to use the Service will cease immediately upon termination.

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LIMITATION OF LIABILITY

Regardless of any damages that Client might incur, the Agency and its suppliers' liability under any provision of these Terms is limited to the amount actually paid by You through the Service or 100 USD if You haven't hired any Agency Services. This limitation is in place to ensure that You understand the extent of Our responsibility and your rights in the event of any issues and to provide a fair and balanced approach to liability.

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To the maximum extent permitted by applicable law, in no event shall the Agency or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever. These damages may include, but are not limited to, damages for loss of profits, loss of data or other information, for business interruption, personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Agency Services, third-party software and/or third-party hardware used throughout the Agency Services, or otherwise in connection with any provision of this Terms. Even if the Agency or any supplier has been advised of the possibility of such damages and if the remedy fails to fulfill its essential purpose.

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It's important to note that some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages. This means that some of the above limitations may not apply. However, each party's liability will be limited to the greatest extent permitted by law in these states, ensuring you are aware of and knowledgeable about your legal rights and protections.

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GOVERNING LAW

The laws of the Country, excluding its conflicts of law rules, are of utmost importance as they govern these Terms and the Clients' use of the Agency Services. The Agency Services may also be subject to other local, state, national, or international laws, ensuring a comprehensive legal framework.

 

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DISPUTES RESOLUTION

If the Client has any concern or dispute about the Agency Services, it is the Client's responsibility to first try to resolve the dispute informally by contacting the Agency.

 

UNITED STATES LEGAL COMPLIANCE

Client represents and warrants that (i) You are not located in a country that is subject to the United States government embargo or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

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SEVERABILITY AND WAIVER

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Severability
Suppose any provision of these Terms is held to be unenforceable or invalid. In that case, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

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Waiver
Except as provided herein, a party's failure to exercise a right or to require the performance of an obligation under these Terms shall not affect that party's ability to exercise such right or require such performance at any time after that, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

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TRANSLATION INTERPRETATION

These Terms and Conditions may have been translated if we had made them available to you through our Agency. However, to ensure clarity and understanding, you agree that the original English text shall prevail in the case of a dispute.

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CHANGES TO THESE TERMS AND CONDITIONS

The Agency reserves the right to modify or replace these Terms at any time at its sole discretion. If a revision is material, the Agency will make reasonable efforts to provide at least 30 days' notice before any new terms take effect. What constitutes a material change will be determined at the Agency's sole discretion.

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By continuing to access or use the Agency Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Agency Services. If so, you must request the end of the services in writing. Still, all the Terms and Conditions stipulated in this document will apply to the contracted services.

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CONTACT US

If you have any questions about these Terms and Conditions, You can contact us.