This document constitutes a legal agreement (“Agreement”) between you (“the Client”) and Alta Media Digital Marketing (“the Agency,” "we," "us"). Your electronic acceptance by completing a purchase is a valid and enforceable contract under the Philippine Electronic Commerce Act (RA 8792).

1. Our Services

1.1. Service Package: We will provide the services described in the specific Service Package you select and purchase on our website. The description of that package at the time of your purchase is considered part of this Agreement.

1.2. What's Not Included: Any work not explicitly listed as a deliverable in your purchased Service Package is considered out of scope. If you need more, you can purchase a new or upgraded package.

1.3. Our Work Depends on You: To do our job effectively, we need your help. Our ability to meet deadlines depends on you providing us with the necessary materials in a timely manner. We require at least 72 hours of lead time after receiving everything from you to prepare and launch campaigns.

1.4. Revisions and Approval Process: The number of revisions included is specified in your purchased Service Package. A "revision" is defined as a minor adjustment or change to the submitted deliverable (e.g., text edits, color swaps, clip replacement with a client-provided alternative). A revision is not a complete re-design or a change in the initial direction provided by the Client after work has begun. The Client must provide all feedback and revision requests within three (3) business days of receiving a deliverable for review. If no feedback is provided within this timeframe, the deliverable will be deemed approved, and the Agency will proceed as if the work is finalized. Each round of revisions may reset the 72-hour lead time required for campaign launches.

2. Your Responsibilities as a Client

2.1. Provide Necessary Access: You agree to give us the required access to your social media pages, brand assets, and other materials needed to perform our work.

2.2. Platform Compliance and Account Security: The Client is solely responsible for ensuring their social media accounts and business assets adhere to all platform rules, including but not limited to Facebook's Advertising Policies and Community Standards.

Furthermore, the Client agrees to implement and maintain all recommended security practices to protect their digital assets. This includes, but is not limited to, enabling Two-Factor Authentication (2FA) on all relevant accounts, completing any required identity verifications promptly, and maintaining the security of their own passwords and login credentials.

The Agency shall not be held liable or responsible for any compromise of accounts, hacking incidents, loss of access, ad disapprovals, or account restrictions that result from the Client's failure to comply with platform policies or to maintain these essential security measures. The Client acknowledges that their compliance is crucial for the protection of their assets and the integrity of the Agency's connected business accounts.

2.3. Client-Provided Materials: The Client represents and warrants that they have all necessary rights, licenses, and permissions for any materials they provide to the Agency for use in the services, including but not limited to images, logos, video clips, and text.

The Client is also responsible for providing a sufficient quantity and variety of materials required for the Agency to fulfill the monthly deliverables. The Client acknowledges that the Agency’s ability to deliver the agreed-upon quantity and uniqueness of outputs is directly contingent on this provision. A failure by the Client to provide adequate materials in a timely manner may result in a reduction of the quantity or uniqueness of the deliverables, and the Agency shall not be held liable or in breach of the Agreement for such a reduction.

The Agency is not responsible for the quality (e.g., low-resolution images) or legal status of client-provided assets. The Client agrees to indemnify and hold the Agency harmless from any and all claims arising from the use of client-provided materials.

2.4. Warranty of Account Standing: The Client represents and warrants that any and all social media accounts or pages provided to the Agency for the purpose of rendering services are in good standing and are free from any pre-existing restrictions, penalties, or violations (including, but not limited to, advertising restrictions or "shadow-bans") imposed by the respective platform (e.g., Facebook, Instagram). The Client is obligated to disclose any known prior violations or account restrictions to the Agency before the commencement of this Agreement.

The Agency shall not be held liable for underperformance, ad rejections, limited reach, or any other negative outcomes resulting from such undisclosed, pre-existing conditions. The Client acknowledges that such conditions can severely impact campaign performance and agrees that the Agency's service fees are not contingent on its ability to overcome these pre-existing limitations.

Should the Agency discover an undisclosed pre-existing restriction or violation that materially impacts its ability to perform the agreed-upon services, it shall be considered a material breach of this Agreement by the Client. In such an event, the Agency reserves the right to terminate this Agreement immediately, without any obligation to provide a refund for fees already paid.

3. Payments and Fees

3.1. Service Fees: You agree to pay the fee for your selected Service Package as displayed at the time of purchase.

3.2. Payment Schedule: All payments are due in advance. If you are on a recurring subscription, fees will be charged automatically on your renewal date.

3.3. No Refunds: All fees paid to the Agency are non-refundable. When you pay for a service period, you are paying for the work and time we dedicate to you for that period.

3.4. Payment Obligation Independent of Use: The Client’s obligation to pay all fees is absolute and is not contingent on the Client’s use of the delivered materials. Once the Agency has rendered the services and delivered the outputs as described in the Service Package, the service is considered complete and all corresponding fees are due. A service is considered rendered and delivered upon its submission to the Client and after the revision and approval process outlined in Section 1.4 is completed or deemed completed. The Client's own decision not to publish, broadcast, or otherwise utilize any delivered materials—for any reason, including a change in marketing strategy, internal preferences, or business direction—does not, under any circumstances, relieve them of their payment obligations. Fees are for the Agency's time, expertise, and creative labor, not for the Client's subsequent use or the performance of the delivered assets.

4. Intellectual Property Rights

4.1. Client's Ownership of Final Work: Upon full payment for a given service period, the Client shall own the final, delivered assets (e.g., the exported .JPG graphics, .MP4 videos, etc.). The Client is free to use these final assets for their business purposes.

4.2. Agency's Ownership of Source Files: The Agency retains full ownership of all draft concepts, source files, and working files used to create the final deliverables (e.g., Adobe Photoshop .PSD files, video project files).

4.3. Agency's Right to Showcase Work: The Client grants the Agency a non-exclusive, perpetual, worldwide license to display the final work in our professional portfolios, on our website, and in marketing materials for promotional purposes.

5. Limitation of Liability & Confidentiality

5.1. Our Professional Advice: We will always provide our best professional recommendations. We are not liable for the results or performance of campaigns if you choose to reject, ignore, or delay acting on our advice.

5.2. Confidentiality: We will treat all information you share with us as confidential. Likewise, you agree to treat any reports or proprietary information we share with you as confidential. We will not disclose your information to a third party without your consent, unless required by law.

6. Account Termination

We reserve the right to suspend or terminate your service if you violate these terms, fail to make payments, or engage in activity that is harmful to our agency or other clients. We will provide notice before terminating your account where feasible.

7. Data Privacy and Consent

7.1. Consent to Processing: In compliance with Republic Act No. 10173, or the Data Privacy Act of 2012, the Client provides explicit consent to the collection, processing, use, and storage of their personal data by the Agency.

7.2. Legitimate Purpose: This consent is given strictly for legitimate business purposes, which include: (a) processing your payment and completing your transaction; (b) providing the services you have purchased; (c) communicating with you regarding your account, projects, and support requests; and (d) complying with legal and regulatory requirements.

7.3. Data Protection: The Agency is committed to protecting your data and will not share it with third parties except as necessary to fulfill the purposes stated above (e.g., with payment processors or platform providers).

8. Account Handover and Post-Service Liability

8.1. Removal of Access: Upon the termination or expiration of this Agreement, the Agency will, within a reasonable timeframe, remove all of its access permissions from the Client's social media pages, ad accounts, and any other digital assets.

8.2. Client's Post-Service Security Obligations: The Agency will formally advise the Client in writing (via the official communication channels) that the handover is complete. Upon receiving this notice, the Client is solely responsible for taking immediate action to secure their accounts. This includes, but is not limited to, changing all relevant passwords, reviewing all user permissions on their accounts, and ensuring no unauthorized access remains.

8.3. Limitation of Post-Service Liability: The Client acknowledges and agrees that the Agency's obligations and liabilities are strictly limited to the active duration of a paid Service Package for a specific digital asset.

Upon termination or expiration of the Agreement, and after the Agency has provided the handover notice as described in Section 9.2, a "Period of Non-Service" begins for that asset. During this Period of Non-Service, the Agency shall have no liability, obligation, or responsibility whatsoever related to the Client's digital assets. This includes, but is not limited to, any account security breaches, hacking incidents, performance issues, or platform violations that occur during this period.

The subsequent purchase of a new Service Package for the same asset will re-establish the Agency's responsibilities, but only from the commencement date of the new Agreement, and does not create any retroactive liability for events that occurred during the Period of Non-Service.

9. Communication

9.1. Official Channels: All official communication, including the submission of materials and revision requests, shall be conducted through the Agency's official channels: the built-in chat widget on altamedia.ai or our dedicated support email at [[email protected]].

9.2. Business Hours: Our official business hours are 9:00 AM to 5:00 PM PHT, Monday to Friday. While we may respond outside these hours, we are only obligated to do so during stated business hours.

10. General Legal Provisions

10.1. Governing Law: This Agreement is governed by the laws of the Republic of the Philippines. Any legal disputes will be handled exclusively in the courts of Iloilo City.

10.2. Changes to These Terms: We may update these Terms from time to time. If we make significant changes, we will notify you by posting the new terms on our website and, where possible, by email. The "Last Updated" date at the top will always show the most recent version. Your continued use of our services after a change means you accept the new terms.

10.3. The Entire Agreement: These Terms, combined with the details of your purchased Service Package, form the entire agreement between us.

11. Use of Artificial Intelligence (AI) and AI-Generated Materials

11.1. Disclosure of AI Use: The Client acknowledges that the Agency may use artificial intelligence tools to assist in the creation of content, including but not limited to text, graphics, and video concepts ("AI-Generated Materials").

11.2. Intellectual Property of AI-Generated Materials: The ownership of AI-Generated Materials is complex and subject to the terms of service of the AI provider and evolving laws. Therefore, the Client agrees and understands the following:

The Agency does not and cannot warrant that the Client will have exclusive copyright ownership of any AI-Generated Materials. These materials may not be eligible for copyright protection or may be similar to content generated for other users.

Upon full payment, the Agency grants the Client a broad, perpetual, and worldwide license to use the final AI-Generated Materials delivered for their business purposes. This license is based on the rights transferred to the Agency by the respective AI tool provider.

11.3. Disclaimer of Liability: The Agency makes no warranties regarding the uniqueness of AI-Generated Materials. The Client assumes all risks associated with the use of AI-Generated Materials, including potential legal challenges from third parties or changes in laws governing AI. The Agency shall not be held liable for any claims, damages, or legal disputes arising from the use or ownership status of AI-Generated Materials.