Terms of Use

Last Updated: January 8, 2026

These Terms of Use constitute a legally binding agreement between you and New Media Agency, Inc. Please read them carefully before accessing our website, submitting an inquiry, purchasing services, approving a proposal, making a payment, or otherwise working with us.

These Terms contain important provisions concerning payments, non-refundable deposits, intellectual property, limitations of liability, dispute resolution, arbitration, and waiver of class actions and jury trials.

1. General

Welcome to New Media Agency.

These Terms of Use, referred to as the “Terms,” govern your access to and use of:

The website located at newmedia.agency
Any website, landing page, portal, application, form, or digital property operated by New Media Agency
Any content, materials, tools, communications, consultations, proposals, and services provided through or in connection with those properties
Marketing, advertising, website, creative, consulting, technology, content, and related professional services provided by New Media Agency

The website, digital properties, communications, and professional services are collectively referred to as the “Services.”

The Services are operated by:

New Media Agency, Inc.
318 Avenue I #623
Redondo Beach, CA 90277
United States

Email: hi @ newmedia.agency

In these Terms, “New Media Agency,” “NMA,” “we,” “us,” and “our” refer to New Media Agency, Inc.

“You,” “your,” “user,” and “client” refer to any person or entity that visits our website, submits information, requests a proposal, purchases services, enters into a project with us, or otherwise uses the Services.

2. Acceptance of These Terms

By accessing or using the Services, submitting an inquiry, approving a proposal or estimate, signing an agreement, making a payment, or authorizing New Media Agency to begin work, you acknowledge that you have read, understood, and agreed to these Terms.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent that:

You are authorized to act on behalf of that entity.
You have authority to bind that entity to these Terms.
The entity accepts responsibility for your actions and the actions of its representatives.
All information you provide on behalf of the entity is accurate and complete.

If you do not agree to these Terms, you must not use the Services or authorize New Media Agency to begin work.

3. Additional Project Agreements

Specific projects may be governed by one or more additional documents, including:

Proposals
Estimates
Statements of work
Service agreements
Insertion orders
Campaign agreements
Project exhibits
Invoices
Payment schedules
Maintenance agreements
Licensing agreements
Email approvals
Written change orders

These additional documents are incorporated into these Terms by reference.

If there is a direct conflict between these Terms and a signed project-specific agreement, the project-specific agreement will control only with respect to that specific conflict.

An email approval, electronic signature, online acceptance, deposit payment, invoice payment, or written instruction to proceed may constitute acceptance of a proposal, statement of work, or project agreement.

4. Eligibility

You may use the Services only if:

You are at least 18 years old.
You are legally capable of entering into a binding agreement.
Your use of the Services is permitted under applicable law.
You are not prohibited from receiving the Services under applicable trade, sanctions, or export-control laws.
You have authority to provide any information, content, or materials submitted to us.

We may decline to provide Services to any person or organization at our discretion, subject to applicable law.

5. Description of Services

New Media Agency provides professional services that may include:

Marketing strategy
Digital marketing
Social media management
Influencer marketing
Advertising
Campaign development
Branding
Graphic design
Website design
Website development
E-commerce development
Search engine optimization
AI engine optimization
Generative engine optimization
Content strategy
Copywriting
Photography
Video production
Audio production
Email marketing
Marketing automation
Analytics and reporting
Technology consulting
Artificial intelligence services
Business intelligence
Creative direction
Project management
Website hosting or maintenance coordination
Other related professional and digital services

The exact scope, deliverables, fees, and schedule for a project will be described in the applicable proposal, invoice, agreement, or statement of work.

New Media Agency may use employees, independent contractors, freelancers, technology providers, artificial intelligence systems, production partners, and other qualified service providers to perform portions of the Services.

6. Estimates, Proposals, and Scope

Unless otherwise stated, proposals and estimates are valid for 30 days from the date issued.

A proposal is based on the information available when it is prepared. If the project requirements, technical conditions, timeline, content volume, deliverables, or client instructions change, New Media Agency may revise the scope, schedule, and fees.

Only the deliverables expressly identified in an accepted proposal or statement of work are included in the project.

The following are not included unless expressly stated in writing:

Additional pages, features, or integrations
Additional design concepts
Additional rounds of revisions
Custom coding
Copywriting
Photography or video production
Translation
Data entry
Product uploads
Search engine optimization
Accessibility remediation
Legal compliance review
Privacy or cookie management systems
Third-party software subscriptions
Stock images, fonts, music, or media licenses
Website hosting
Domain registration
Maintenance after launch
Advertising spend
Rush work
Work requested after final approval

Any work outside the agreed scope may require a written change order, additional estimate, new invoice, or hourly billing.

7. Deposits and Initial Payments

All deposits and initial project payments made to New Media Agency are non-refundable.

Deposits reserve production time, allocate staff and resources, establish the project schedule, and allow us to begin work such as:

Discovery
Research
Planning
Strategy
Administration
Project setup
Design
Development
Content preparation
Technical configuration
Vendor coordination
Creative production

Deposits are earned upon receipt in consideration of reserving capacity and beginning the project process.

Deposits will not be refunded if the client:

Cancels the project
Changes direction
Decides not to proceed
Delays the project
Fails to provide required materials
Fails to provide access credentials
Fails to respond
Fails to provide feedback or approval
Experiences internal business changes
Changes employees, management, ownership, or vendors
Selects another agency or service provider
Otherwise prevents or delays New Media Agency from performing the Services

This policy applies except when a refund is expressly required by applicable law or agreed to by New Media Agency in a signed writing.

8. Fees and Payment

Clients agree to pay all fees identified in the applicable proposal, invoice, estimate, statement of work, or project agreement.

Unless otherwise stated:

Deposits are due before work begins.
Milestone payments are due when the applicable milestone is reached or invoiced.
Final payment is due before final files, website ownership, administrative access, source files, credentials, or completed deliverables are transferred.
Retainer payments are due in advance of the applicable service period.
Third-party expenses may require advance payment.
Invoices are payable by the due date shown on the invoice.

New Media Agency may pause work, withhold deliverables, restrict access, delay launch, or suspend Services when an invoice is overdue.

Project delays caused by unpaid invoices will extend all deadlines and may require rescheduling based on our current availability.

The client remains responsible for payment for work completed, resources reserved, third-party expenses incurred, and contractual commitments made on the client’s behalf.

9. Late Payments

Unless prohibited by law, overdue balances may be subject to:

A late fee stated in the applicable invoice or agreement
Interest at the lesser of 1.5% per month or the maximum rate permitted by law
Collection costs
Reasonable attorneys’ fees
Court or arbitration costs
Administrative costs associated with collection
Suspension or termination of Services

Acceptance of a late or partial payment does not waive our right to collect the remaining balance.

New Media Agency may apply payments to the oldest outstanding invoice or balance first.

10. Chargebacks and Payment Disputes

Clients agree to contact New Media Agency at hi@newmedia.agency and make a good-faith effort to resolve any billing concern before initiating a chargeback, payment reversal, or payment dispute.

A client must not knowingly submit a false, misleading, fraudulent, or inaccurate chargeback claim.

Initiating a chargeback does not cancel the client’s payment obligations or terminate an accepted proposal, agreement, or statement of work.

When a chargeback is initiated, New Media Agency may provide the payment processor, financial institution, card issuer, collection provider, attorney, court, or arbitrator with relevant information, including:

Signed agreements
Accepted proposals
Invoices
Payment records
Project files
Work logs
Website transfer records
Delivery confirmations
Emails
Text messages
Meeting records
Screenshots
Approval records
Client communications
Access logs
Other evidence demonstrating authorization, performance, or delivery

If a chargeback or payment dispute is resolved in New Media Agency’s favor, or is determined to have been submitted falsely or without a valid basis, the client remains responsible for the original amount and may also be responsible, to the extent permitted by law, for:

Chargeback fees
Payment processor fees
Collection costs
Administrative expenses
Reasonable attorneys’ fees
Other costs incurred in responding to the dispute

Nothing in this section limits any non-waivable consumer right or lawful right to dispute an unauthorized or incorrect charge.

11. Client Responsibilities

The client agrees to cooperate reasonably and promptly with New Media Agency.

The client is responsible for providing:

Accurate project information
Timely decisions
Complete content
Brand assets
Logos
Images
Videos
Product information
Prices
Policies
Legal notices
Access credentials
Account permissions
Technical information
Feedback
Approvals
Any other materials reasonably required to perform the Services

The client is responsible for reviewing all work and notifying New Media Agency of errors, corrections, or concerns before approval, publication, printing, deployment, or launch.

The client is also responsible for:

Designating an authorized decision-maker
Coordinating feedback among its employees and stakeholders
Providing consolidated feedback
Maintaining secure copies of credentials and business records
Backing up existing websites and data when appropriate
Verifying legal, regulatory, financial, medical, technical, or industry-specific statements
Obtaining any required licenses, permissions, releases, or consents
Complying with platform rules and applicable laws

Delays in providing information, content, feedback, approvals, access, or payments may extend the project schedule.

12. Project Inactivity and Archiving

If a client stops responding or fails to provide information, content, feedback, access, payment, or approval necessary to continue the project for more than 30 consecutive calendar days, New Media Agency may classify the project as inactive and archive it.

New Media Agency is not required to provide repeated reminders before archiving an inactive project.

Once a project is archived:

Previously agreed schedules, deadlines, and launch dates no longer apply.
The project will be removed from the active production schedule.
Reserved staff and production time may be assigned to other projects.
The project will be rescheduled according to New Media Agency’s current availability.
A reactivation fee must be agreed upon and paid before work resumes.
All outstanding invoices must be paid before reactivation.
The scope, pricing, timeline, deliverables, and technical requirements may be reassessed.
New pricing may apply if our rates, costs, platforms, software, personnel, or technical requirements have changed.
Additional work required to review, restore, update, migrate, or restart the project may be billed separately.

New Media Agency is not responsible for consequences arising during an inactive period, including:

Expired software or licenses
Expired domains
Hosting interruptions
Lost or revoked third-party access
Platform updates
API changes
Software incompatibility
Security vulnerabilities
Broken integrations
Changes in search engine requirements
Changes in advertising platforms
Lost data held by third parties
Delayed campaigns
Missed launch dates
Increased vendor costs
Discontinued products or services

Reactivation is subject to New Media Agency’s availability and written approval.

13. Scheduling and Deadlines

Project schedules are estimates unless New Media Agency expressly agrees in writing that a deadline is guaranteed.

Timelines depend on timely client cooperation, approvals, payments, content delivery, technical access, and third-party availability.

A delay caused by the client will extend the delivery schedule by at least the length of the delay and may require the project to be rescheduled.

New Media Agency is not responsible for delays caused by:

The client
Client employees or contractors
Third-party vendors
Hosting companies
Domain registrars
Software providers
Social media platforms
Advertising platforms
Payment processors
API providers
App marketplaces
Internet outages
Platform reviews
Account suspensions
Force majeure events
Other circumstances outside our reasonable control

Rush requests are subject to availability and may require an additional fee.

14. Revisions and Approvals

The number of included revisions, if any, will be stated in the applicable proposal or agreement.

A revision means a reasonable modification to work already presented. A revision does not include:

A new design direction
A new concept
A change in strategy
A change in approved requirements
Replacement of previously approved content
Additional deliverables
Additional pages
New functionality
Reconstruction of completed work
Changes resulting from new stakeholders
Work required because the client provided incorrect information

Requests exceeding the included revisions or changing the project scope may be billed separately.

An approval may be provided by email, message, meeting, electronic platform, signature, or other written communication.

Once the client approves a deliverable, phase, design, layout, copy, feature, or other item, later changes may be treated as additional work.

The client remains responsible for reviewing spelling, grammar, prices, dates, legal text, contact information, links, product details, factual claims, and other content before final approval.

15. Cancellation and Termination

A client may request cancellation by providing written notice to hi@newmedia.agency.

Cancellation does not entitle the client to a refund of any deposit or payment already earned or applied to work, reserved resources, or incurred expenses.

Upon cancellation, the client is responsible for:

All work completed through the cancellation date
Time reserved for the project
Non-cancelable commitments
Third-party expenses
Outstanding invoices
Any cancellation fee specified in the applicable agreement

New Media Agency may suspend or terminate a project if the client:

Fails to make payment
Stops responding
Fails to cooperate
Repeatedly changes the project scope without approving additional fees
Provides unlawful or infringing materials
Engages in abusive, threatening, discriminatory, or harassing conduct
Makes false or misleading statements
Attempts to obtain unpaid work
Initiates a fraudulent chargeback
Requests unlawful, deceptive, or unethical work
Materially breaches these Terms or another agreement

Termination does not affect any payment, ownership, confidentiality, indemnification, limitation of liability, dispute resolution, or other obligation intended to survive termination.

16. Client Materials

“Client Materials” means any content or information supplied or authorized by the client, including:

Logos
Trademarks
Business names
Photographs
Videos
Audio
Music
Fonts
Copy
Testimonials
Reviews
Product information
Customer information
Data
Graphics
Documents
Software
Source code
Account credentials
Brand assets
Personal likenesses
Other intellectual property

The client represents and warrants that:

It owns the Client Materials or has obtained sufficient permission to use them.
New Media Agency’s authorized use of the Client Materials will not infringe another party’s rights.
The Client Materials are accurate and lawful.
Any testimonial, endorsement, review, claim, or comparison has been properly authorized and substantiated.
Any required model releases, property releases, music licenses, copyright permissions, or privacy consents have been obtained.
Any personal information provided to New Media Agency was collected and disclosed lawfully.

The client grants New Media Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, edit, adapt, display, transmit, host, and distribute the Client Materials as reasonably necessary to provide the Services.

The client remains responsible for the legality and accuracy of Client Materials.

17. New Media Agency Intellectual Property

New Media Agency retains all ownership rights in its pre-existing and independently developed materials, including:

Processes
Methods
Strategies
Frameworks
Templates
Systems
Software
Code libraries
Plugins
Components
Workflows
Prompts
Artificial intelligence configurations
Automation systems
Research methods
Design systems
Development tools
Business methods
Know-how
Documentation
Internal resources
Concepts not selected by the client
Rejected drafts
Unused creative work

These materials are referred to as “Agency Materials.”

Unless otherwise agreed in writing, no ownership of Agency Materials is transferred to the client.

When Agency Materials are incorporated into a final paid deliverable, New Media Agency grants the client a non-exclusive license to use those Agency Materials only as incorporated into that deliverable and for the intended business purpose.

The client may not extract, resell, sublicense, redistribute, reverse engineer, publish, or use Agency Materials to create a competing service unless expressly authorized in writing.

18. Ownership of Final Deliverables

Unless a proposal or agreement states otherwise, ownership or agreed usage rights in final custom deliverables will transfer to the client only after New Media Agency has received full payment of all project invoices and related expenses.

Until full payment is received:

All deliverables remain the property of New Media Agency.
Any access provided is temporary and revocable.
The client may not publish, reproduce, transfer, sell, modify, or commercially use unpaid deliverables.
New Media Agency may withhold source files, administrative access, website transfers, credentials, or final assets.

Ownership transfer does not include:

Agency Materials
Third-party materials
Fonts
Stock media
Licensed software
Platform components
Open-source software
Subscription-based products
Artificial intelligence models
Tools licensed from others
Materials subject to third-party terms

Drafts, unused concepts, rejected designs, working files, internal documents, and preliminary materials remain the property of New Media Agency unless expressly purchased and transferred in writing.

19. Portfolio and Promotional Use

Unless prohibited by a written confidentiality agreement or a written project-specific restriction accepted by New Media Agency, the client grants New Media Agency permission to identify the client and display publicly released work for reasonable promotional purposes.

This may include use in:

Portfolios
Case studies
Award submissions
Social media
Presentations
Proposals
Sales materials
Website content
Agency directories
Press or professional announcements

New Media Agency will not knowingly disclose confidential business information in a portfolio presentation.

A client seeking to prohibit portfolio use must obtain written agreement from New Media Agency before the work is publicly released.

20. Third-Party Services and Platforms

Projects may rely on third-party products or services, including:

Website platforms
Hosting providers
Domain registrars
Content management systems
E-commerce platforms
Payment processors
Email platforms
Advertising platforms
Social networks
Analytics services
Scheduling platforms
Customer relationship management systems
Plugins
Applications
APIs
Stock media providers
Font providers
Artificial intelligence providers
Cloud hosting and storage providers

Third-party services are governed by their own contracts, pricing, privacy policies, licenses, availability, and technical limitations.

The client is responsible for reviewing and accepting applicable third-party terms.

New Media Agency does not control and cannot guarantee:

Continued availability
Pricing
Security
Functionality
Compatibility
Data retention
Search rankings
Advertising approval
Account access
Platform policies
API access
Software updates
Customer support
Third-party performance

New Media Agency is not liable for changes, interruptions, suspensions, data loss, price increases, security incidents, policy changes, or discontinued features caused by third parties.

Unless otherwise agreed, the client is responsible for paying all third-party subscription, licensing, hosting, domain, advertising, software, transaction, and platform fees.

21. Artificial Intelligence and Automated Tools

New Media Agency may use artificial intelligence, machine learning, automation, generative systems, and related technology in performing the Services.

These tools may assist with:

Research
Strategy
Content drafting
Editing
Translation
Image creation
Video or audio production
Data analysis
Search optimization
Coding
Prototyping
Workflow automation
Customer support
Reporting
Business intelligence

Artificial intelligence outputs may contain errors, omissions, inaccuracies, similarities to existing content, or unexpected results.

The client is responsible for reviewing and approving AI-assisted deliverables before publication or use.

Unless expressly agreed in writing, New Media Agency does not guarantee that:

AI-generated output will be unique.
AI-generated output will qualify for copyright protection.
AI output will be free from factual errors.
AI systems will continue to offer the same features.
AI output will satisfy a particular platform’s rules.
AI-assisted content will produce a specific commercial result.

Clients must not provide highly sensitive, regulated, confidential, or proprietary information for use with an AI-enabled workflow unless the intended use has been discussed and authorized.

22. Website Accessibility and Legal Compliance

New Media Agency may implement accessibility, privacy, cookie, security, or compliance-related tools when included in the project scope.

However, unless expressly engaged to provide a specific compliance service, New Media Agency does not provide legal advice and does not guarantee that a website, campaign, document, application, or business complies with every law, regulation, technical standard, or industry requirement.

The client is responsible for obtaining qualified legal advice concerning:

Privacy policies
Terms and conditions
Cookie consent
Accessibility obligations
Consumer disclosures
Advertising claims
Sweepstakes and promotions
Intellectual property
Industry regulations
Data protection
Employment matters
Tax matters
E-commerce requirements
Email and text-message marketing
Other legal obligations

Accessibility tools and automated scanning systems do not guarantee complete compliance with the Americans with Disabilities Act, Web Content Accessibility Guidelines, or any other legal or technical standard.

23. Marketing and Performance Disclaimer

Marketing, advertising, search optimization, social media, public relations, influencer campaigns, website development, and creative services involve many factors outside New Media Agency’s control.

New Media Agency does not guarantee:

Sales
Revenue
Profit
Leads
Conversions
Website traffic
Search engine rankings
AI search visibility
Social media reach
Followers
Engagement
Media coverage
Influencer performance
Advertising approval
Return on investment
Customer acquisition costs
Business growth
Funding
Awards
Specific commercial results

Past performance, estimates, forecasts, projections, benchmarks, and case studies do not guarantee future results.

Search engines, social networks, advertising platforms, artificial intelligence systems, and online marketplaces may change their algorithms, rules, pricing, and features without notice.

The client retains responsibility for business decisions made using reports, recommendations, projections, analytics, or other information supplied by New Media Agency.

24. Confidentiality

Each party may receive nonpublic information concerning the other party’s business, customers, technology, finances, strategies, plans, systems, or operations.

“Confidential Information” does not include information that:

Is publicly available through no breach of these Terms.
Was lawfully known by the receiving party before disclosure.
Is independently developed without use of the disclosed information.
Is received lawfully from a third party without confidentiality restrictions.
Is approved for release in writing.

Each party agrees to:

Use reasonable care to protect Confidential Information.
Use Confidential Information only for the intended project or business relationship.
Limit disclosure to employees, contractors, and advisers who reasonably need access.
Not disclose Confidential Information to unauthorized third parties.

A party may disclose Confidential Information when required by law, subpoena, court order, or government request. When legally permitted, the receiving party will provide reasonable notice before disclosure.

New Media Agency may use trusted employees, contractors, professional advisers, and technology providers who are subject to appropriate confidentiality obligations.

25. Privacy

Our collection and use of personal information is governed by the New Media Agency Privacy Policy.

By using the Services, you acknowledge that you have reviewed the Privacy Policy and consent to the collection, use, storage, and disclosure of information as described in that policy.

The Privacy Policy is incorporated into these Terms by reference.

26. Communications

By providing your email address or telephone number, you authorize New Media Agency to contact you regarding:

Inquiries
Proposals
Projects
Appointments
Services
Payments
Security matters
Administrative notices
Relevant business communications

You may unsubscribe from promotional emails by using the unsubscribe mechanism in the message or contacting hi@newmedia.agency.

You may still receive non-promotional communications relating to active projects, invoices, contracts, security, legal notices, or an existing business relationship.

27. Prohibited Conduct

You may not use the Services to:

Violate any law or regulation
Infringe intellectual property rights
Commit fraud
Submit false or misleading information
Distribute malware or harmful code
Interfere with website security
Gain unauthorized access to accounts or systems
Scrape, crawl, harvest, or extract website content without authorization
Copy or resell New Media Agency content or methods
Impersonate another person or organization
Harass, threaten, or abuse another person
Transmit unlawful, defamatory, discriminatory, obscene, or harmful content
Circumvent security or access controls
Use automated systems to overload or disrupt the Services
Attempt to reverse engineer software or proprietary systems
Use the Services to develop or train a competing product without written authorization
Engage New Media Agency for deceptive, unlawful, or unethical activity

We may block, suspend, or terminate access when we reasonably believe these restrictions have been violated.

28. Website Content

Unless otherwise indicated, all content appearing on New Media Agency websites is owned by or licensed to New Media Agency, including:

Text
Graphics
Logos
Images
Videos
Audio
Layouts
Designs
Articles
Case studies
Software
Tools
Reports
Downloads
Data
Brand elements

You may view website content for personal or internal business evaluation purposes.

You may not reproduce, republish, distribute, sell, modify, scrape, license, or commercially exploit website content without prior written permission.

New Media Agency’s business name, logos, service names, and branding may not be used without written authorization.

29. Feedback and Suggestions

If you submit ideas, recommendations, suggestions, or feedback concerning our Services, you grant New Media Agency permission to use that feedback without restriction or compensation.

This does not transfer ownership of confidential client information or separately protected client materials.

30. Third-Party Links

Our websites may contain links to third-party websites, products, applications, or services.

New Media Agency does not control or endorse third-party services and is not responsible for their:

Content
Accuracy
Privacy practices
Security
Availability
Products
Transactions
Policies
Conduct

You access third-party services at your own risk and should review their terms and privacy policies.

31. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

NEW MEDIA AGENCY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
TITLE
NON-INFRINGEMENT
ACCURACY
RELIABILITY
AVAILABILITY
SECURITY
RESULTS

NEW MEDIA AGENCY DOES NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
ALL DEFECTS WILL BE CORRECTED.
THE WEBSITE OR SERVICES WILL BE FREE OF HARMFUL COMPONENTS.
THIRD-PARTY PLATFORMS WILL REMAIN AVAILABLE.
CONTENT OR INFORMATION WILL ALWAYS BE ACCURATE OR COMPLETE.
THE SERVICES WILL PRODUCE A PARTICULAR BUSINESS RESULT.
DATA WILL NEVER BE LOST OR COMPROMISED.

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, the exclusions apply only to the extent permitted by law.

32. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEW MEDIA AGENCY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:

INDIRECT DAMAGES
INCIDENTAL DAMAGES
SPECIAL DAMAGES
EXEMPLARY DAMAGES
PUNITIVE DAMAGES
CONSEQUENTIAL DAMAGES
LOST PROFITS
LOST REVENUE
LOST SALES
LOST BUSINESS
LOST OPPORTUNITIES
LOST DATA
LOSS OF GOODWILL
BUSINESS INTERRUPTION
COST OF SUBSTITUTE SERVICES

This limitation applies regardless of whether the claim arises from contract, tort, negligence, strict liability, statute, or another theory, even if New Media Agency was advised that such damages were possible.

To the maximum extent permitted by law, New Media Agency’s total cumulative liability arising from or relating to the Services, a project, or these Terms will not exceed the amount actually paid to New Media Agency for the specific Services giving rise to the claim during the six months immediately preceding the event giving rise to liability.

The limitations in this section do not apply to liability that cannot legally be limited or excluded.

33. Indemnification

You agree to defend, indemnify, and hold harmless New Media Agency and its owners, officers, directors, employees, contractors, agents, affiliates, licensors, and service providers from claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

Your use of the Services
Client Materials
Your products or services
Your website or campaign
Your violation of these Terms
Your violation of applicable law
Your infringement of another party’s rights
Your advertising claims
Your instructions to New Media Agency
Your failure to obtain required permissions, licenses, releases, or consents
Personal information supplied by you
Content or materials approved by you
A dispute between you and your customer, employee, contractor, influencer, vendor, or third party

New Media Agency may control the defense of a claim subject to indemnification, and you agree to provide reasonable cooperation.

34. Informal Dispute Resolution

Before filing a lawsuit or arbitration proceeding, each party agrees to make a good-faith effort to resolve the dispute informally.

A party initiating a dispute must provide written notice describing:

The nature of the dispute
Relevant facts
The requested resolution
Supporting documentation
The initiating party’s contact information

Notices to New Media Agency must be sent to:

hi@newmedia.agency

The parties will have 30 days after receipt of the notice to attempt to resolve the dispute, unless they agree to a longer period.

35. Binding Arbitration

Except for matters eligible for small claims court and claims seeking temporary or injunctive relief to protect intellectual property, confidential information, data, or security, any dispute arising from or relating to these Terms, the Services, or a project will be resolved through binding individual arbitration.

The arbitration will be administered by the American Arbitration Association under the rules applicable to the nature of the dispute.

Unless the parties agree otherwise:

Arbitration will take place in Los Angeles County, California.
The arbitration will be conducted in English.
One neutral arbitrator will decide the dispute.
The arbitrator may award any remedy available under applicable law.
Judgment on the award may be entered in a court with jurisdiction.
Each party will pay fees as required by the applicable arbitration rules and law.

Nothing in this section prevents either party from bringing an individual claim in a court legally authorized to hear small claims.

36. Class Action and Jury Trial Waivers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND NEW MEDIA AGENCY AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.

NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

UNLESS BOTH PARTIES AGREE IN WRITING, AN ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY.

YOU AND NEW MEDIA AGENCY EACH WAIVE THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

37. Governing Law

These Terms and any dispute arising from or relating to them will be governed by the laws of the State of California, without regard to conflict-of-law principles.

For disputes that are not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

38. Force Majeure

New Media Agency will not be liable for delay or failure to perform caused by events outside its reasonable control, including:

Natural disasters
Fire
Flood
Earthquake
Severe weather
War
Terrorism
Civil unrest
Epidemics or pandemics
Labor disputes
Government action
Utility interruption
Internet outages
Cyberattacks
Hosting failure
Platform outages
Supply shortages
Vendor failure
Illness or emergency
Transportation disruption
Other force majeure events

Deadlines will be extended for a reasonable period based on the duration and effect of the event.

39. Independent Contractor Relationship

New Media Agency provides Services as an independent contractor.

Nothing in these Terms creates:

An employment relationship
A partnership
A joint venture
A franchise
A fiduciary relationship
An agency relationship

Neither party has authority to bind the other unless expressly authorized in writing.

40. Assignment

You may not transfer or assign your rights or obligations under these Terms or a project agreement without New Media Agency’s prior written consent.

New Media Agency may assign its rights or obligations in connection with a merger, acquisition, restructuring, sale of assets, financing, or transfer of business operations.

41. Electronic Communications and Signatures

You agree that electronic communications satisfy any legal requirement that communications be in writing.

Electronic signatures, email approvals, online approvals, invoice payments, and other electronic records may have the same legal effect as paper documents and handwritten signatures.

You are responsible for maintaining accurate contact information.

Notices may be provided by email, through our website, through a client portal, or by another reasonable electronic method.

42. Changes to These Terms

New Media Agency may update these Terms periodically to reflect changes in:

Our Services
Technology
Business practices
Pricing structures
Legal requirements
Security practices
Platform functionality

The “Last Updated” date will identify the most recent revision.

Changes will apply prospectively unless applicable law or an existing agreement permits otherwise.

Your continued use of the website after revised Terms are posted constitutes acceptance of the revised Terms.

Material changes affecting an active project will not replace a signed project-specific agreement unless agreed in writing or required by law.

43. No Waiver

A failure or delay in enforcing a right under these Terms does not waive that right.

A waiver is effective only when made in writing by an authorized representative of the party granting the waiver.

44. Severability

If any provision of these Terms is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law.

The remaining provisions will continue in full force and effect.

45. Entire Agreement

These Terms, the Privacy Policy, and any accepted proposal, statement of work, invoice, or signed project agreement constitute the entire agreement concerning the applicable Services.

They replace prior discussions, statements, understandings, and representations concerning the same subject matter.

Changes to a project agreement must be approved in writing by authorized representatives of the parties.

46. Survival

Provisions concerning payments, chargebacks, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any provisions that by their nature should survive will remain effective after completion, cancellation, termination, or expiration.

47. Contact Information

Questions about these Terms may be directed to: