Terms & Conditions

Last updated December 27, 2023

These Terms and Conditions, together with the acknowledged Agreement of Purchase (the “Purchase”), constitute a singular binding agreement (the “Agreement”) between ZEA Productions LLC (dba ZEA Consulting), a Florida corporation (“ZEA Consulting”), and the client whose name appears on the Purchase (the “Client”) (together, the “Parties”). By acknowledging this Agreement, Client acknowledges that Client has read and understands this Agreement in its entirety, including these.

1. SCOPE OF SERVICES

By purchasing ZEA Consulting services, Client has retained ZEA Consulting to perform the services described in the Purchase Plan. ZEA Consulting shall not be responsible for performing any services other than those services expressly described in the Proposal, unless otherwise expressly agreed in a separate writing signed by both Parties.

2. PAYMENT

Client agrees to pay ZEA Consulting in accordance with the payment terms described in the Purchase. In the event Client fails to make any payment owed to ZEA Consulting by its due date, the Client shall be liable to ZEA Consulting for the full amount owed plus interest at the rate of 1.5% per month. In the event any payment by Client is returned, Client: (1) shall be responsible to ZEA Consulting for any chargeback or other fee(s) it incurs in connection with the returned payment; and (2) shall immediately provide payment to ZEA Consulting, in full, in certified funds.

3. PROJECT CONFIRMATION

In the event the Purchase contains web development services within the scope of services to be provided by ZEA Consulting, ZEA Consulting will provide written notice (which may be sent via email) to Client on the day the website is available for Client testing on a private (i.e., not available to the public) server. Once Client is satisfied with the website (including, but not limited to, functionality and design), Client shall direct ZEA Consulting to launch the website to the public. Any requested modifications to the website must be received in writing (may be writing via email) by ZEA Consulting prior to Client directing ZEA Consulting to launch the website to the public. By directing ZEA Consulting to launch the website, Client shall be deemed satisfied with ZEA Consulting’s deliverables and ZEA Consulting shall have no further obligation or liability to Client.

4. REPRESENTATIONS AND WARRANTIES

Client represents and warrants to ZEA Consulting that Client is lawfully permitted to use all content provided to ZEA Consulting in connection with this Agreement, including, but not limited to, names, brand names, logos, text, photographs, images, depictions, and videos. The individual accepting this Agreement on behalf of Client hereby warrants and represents that he or she has the appropriate and necessary authority to bind Client to this Agreement.

5. NON-DISPARAGEMENT

As a material inducement to this Agreement being entered, Client does hereby promise, warrant, and represent that Client will not directly or indirectly, through any means or instrumentality, including through any agent, employee, officer, director, manager, partner, person, or third-party, publish, communicate, post, click, utter, threaten, disclose, reveal, write, email, text, state, verbalize, transmit, send, or deliver any negative, unfavorable, unkind, rude, slanderous, libelous, disparaging, unpleasant, mean, cruel, malicious, hurtful, ill-natured, unfriendly, picture, image, rating, review, statement, or communication in written, electronic, or any other form (hereinafter “publication”) to any person, or on the internet, concerning or identifying, directly or indirectly ZEA Consulting or its employees, agents, officers, and independent contractors. In addition to any other rights or remedies ZEA Consulting may possess, ZEA Consulting shall be entitled to recover from Client liquidated damages of fifty percent of this Agreement multiplied by each publication whether through Client or shared by others, and which includes each time said publication is delivered to a third party, which Client agrees is reasonable and not a penalty. Client further agrees that ZEA Consulting will be entitled to immediate injunctive and/or other equitable relief to prevent a breach of this non-disparagement provisions, and reasonable attorney’s fees, and costs incurred in enforcing this paragraph.

6. INDEMNIFICATION

Client agrees to indemnify, defend, and hold forever harmless ZEA Consulting from any and all claims, actions, suits, proceedings, judgments, settlements, liabilities, losses, damages (of any nature whatsoever), penalties, fines, costs, and attorney’s fees (at all trial and appellate levels) arising out of the performance of the services set forth in this Agreement, including but not limited to the use of all names, brand names, logos, text, photographs, images, depictions, and videos Client provides to ZEA Consulting in connection with this Agreement (collectively, “Claims”). ZEA Consulting shall notify Client of any such Claim, and if Client does not promptly fulfill its indemnification obligations herein, then ZEA Consulting may, in its sole discretion, undertake to defend, settle, or compromise any such Claim, and recover all damages, costs, and attorney’s fees as set forth above from Client. This provision shall survive termination.

7. ATTORNEYS FEES

In the event ZEA Consulting prevails in any dispute, controversy, or claim arising out of, in connection with, or otherwise relating to this Agreement or the parties or their employees and agents, regardless of whether instituted by ZEA Consulting or Client, ZEA Consulting shall be entitled to recover from the Client all of its reasonable attorney’s fees, costs, and expenses incurred at all trial and appellate levels and for collection.

8. NO WAIVER

Any delay by ZEA Consulting in enforcing its rights pursuant to this Agreement shall not be deemed a waiver by ZEA Consulting. No waiver of any provision of this Agreement by ZEA Consulting shall be valid unless in writing and signed by ZEA Consulting.

9. SECURITY

To secure the payment and performance by Client of the obligations hereunder, Client grants ZEA Consulting its successors and assigns, an unconditional, unlimited, continuing, first-priority, security interest in, and does hereby assign, transfer, convey, pledge, hypothecate and set over to ZEA Consulting, its successors and assigns, all of the right, title and interest concerning, relating to, or arising out of any and all: websites; social media; internet accounts; apps; intellectual property; graphics; designs; and the likes of any of the foregoing; whether now owned or hereafter acquired or developed for or on behalf of Client by ZEA Consulting. At any time upon ZEA Consulting’s request, Client shall execute and deliver to ZEA Consulting any other documents requested by ZEA Consulting for the purpose of properly documenting and perfecting its security interests to the collateral granted hereunder, including any additional security. The foregoing collateral and property shall remain the property of ZEA Consulting, and the security interest created hereunder and ZEA Consulting’s possessory interest therein shall terminate following Client’s full and final payment and performance of all of its obligations to ZEA Consulting.

10. GOVERNING LAW AND VENUE

This Agreement shall be construed and governed exclusively by the laws of the State of Florida, without giving effect to its conflict of law’s provisions. Venue for any action to construe and/or enforce the terms of this Agreement shall only be determined exclusively in the County or Circuit Court of the Eleventh