Terms & Conditions

These Terms & Conditions (“Terms”) set out the basis on which KO Creative Marketing LLC, a Montana limited liability company owned and operated by Kyra Oakland (“KO Creative,” “we,” “us,” or the “Service Provider”), provides creative and marketing services to its clients (“Client,” “you”). They form the standard terms of our Content Usage & Rights Agreement. Each engagement is also governed by a signed agreement and applicable Statement of Work (“SOW”); where a signed agreement and these Terms conflict, the signed agreement controls.

1.Scope of Agreement

These Terms govern the rights, usage, and distribution of all content — including but not limited to photographs, videos, graphics, captions, written copy, and strategy documents — created by KO Creative for the Client (“Content”).

2.Fees, Invoicing & Late Payment

Retainer / Deposit

A non-refundable retainer, in the amount stated in the applicable SOW, is due upon signing. For monthly services, fees are billed on the 15th day of each month.

Payment Terms

Invoices are sent electronically and are due Net 7 days from the invoice date.

Late Fees

Overdue amounts accrue interest at 1.5% per month, or the maximum permitted by Montana law, whichever is lower, plus reasonable collection costs.

Suspension

KO Creative may suspend services and delivery of Content on 30 days’ written notice for any past-due balance. Suspension does not waive amounts owed. A restart fee of $200 may apply.

Currency & Transfer Fees

All payments shall be made in the currency stated on the invoice (USD or GBP), unless otherwise agreed in writing. The Client is responsible for any international transfer fees, currency conversion charges, or bank fees incurred in making payment, and KO Creative shall receive the full invoiced amount.

Tax Responsibility

KO Creative is solely responsible for its own taxes. The Client shall not withhold or deduct any taxes from payments unless required by law, in which case the Client will provide documentation of such withholding.

3.Scope of Work; Changes

• Services and Deliverables are limited to those set out in the applicable Statement of Work (“SOW”).
• Revisions. Each Deliverable includes up to two (2) rounds of reasonable revisions. Additional revisions or new concepts are out-of-scope and billed at $500/hour or a mutually agreed fee.
• Change Orders. Client-requested changes affecting scope, timeline, or budget require a written change order before work proceeds.

4.Content Ownership & Portfolio Usage

• KO Creative retains ownership of all intellectual property rights to the Content.
• KO Creative is granted perpetual, irrevocable rights to use the Content for promotional purposes, including portfolios, websites, social media, case studies, marketing materials, publications, and competitions, without further consent or compensation.
• The Client grants KO Creative the right to reference the work performed as part of KO Creative’s marketing, portfolio, and case study materials. This may include descriptions of services provided, selected creative assets, anonymized or aggregated performance metrics, and the general industry or type of company.
• If the Client prefers to remain anonymous, KO Creative agrees not to disclose the Client’s name, logo, or identifying details, and will present case studies in a way that does not reveal the Client’s identity.
• Moral Rights Waiver. The Client waives any moral rights to the Content, including the right of attribution or integrity, to the extent permitted by law.

5.License Grant to Client

• KO Creative grants the Client a non-exclusive, non-transferable, royalty-free license to use, display, and distribute the Content for Client-owned platforms, including websites, social media channels, print materials, advertisements, and internal marketing purposes.
• License Contingent on Payment. This license becomes effective only upon KO Creative’s receipt of full and cleared payment. Until payment is received in full, any use of the Content is unauthorized.
• The Client may not create derivative works beyond licensed use without KO Creative’s written consent.

6.Credit & Attribution

• The Client agrees to credit KO Creative wherever reasonably possible when publishing the Content publicly.
• Credit may be provided through textual mention (“Content by KO Creative Marketing”) or by tagging @k.o.creativemarketing on social media.
• Failure to credit does not constitute a breach if not feasible, but best efforts should be made.

7.Third-Party Materials & Licensing

• The Client warrants that all supplied materials, trademarks, data, and instructions do not infringe third-party rights, and grants KO Creative the necessary rights to use them.
• Unless stated in the SOW, the Client is responsible for obtaining model, property, and location releases for Client-provided talent and locations; KO Creative will obtain releases for talent it hires.
• The Client is responsible for licensing costs of music, fonts, and stock media unless KO Creative procures them.
• The Client may not sublicense, resell, or distribute Content to any third party without prior written consent.

8.Editing, Alterations & Integrity

• The Client may crop or resize Content for layout purposes, provided integrity remains intact.
• No substantial edits, filters, overlays, or repurposing that misrepresent or compromise artistic intent, quality, or brand alignment are permitted without prior written approval.
• KO Creative reserves the right to request removal of unauthorized alterations.

9.Working Files & RAW Assets

Unless expressly purchased under a separate license, working files (RAW images, project files, PSD/AI/AE files, LUTs, presets, and strategy workbooks) remain KO Creative’s sole property. Source files may be licensed separately for an additional fee.

10.Client Responsibilities; Approvals

• The Client will provide timely access to brand assets, accounts, data, personnel, locations, and approvals reasonably required for KO Creative to perform the Services.
• Deemed Acceptance. Deliverables are deemed accepted 48 hours after delivery unless the Client provides written feedback within that time. Use in live channels constitutes acceptance.
• Delays in Client inputs, approvals, or feedback will extend project timelines on a day-for-day basis.

11.Intellectual Property Protection

• KO Creative’s proprietary methodologies, strategies, workflows, and processes remain KO Creative’s exclusive property.
• The Client may not replicate, distribute, or resell these processes or use them to create derivative works without express written consent.
• The Client indemnifies KO Creative for claims arising from Client-provided content or instructions.

12.Confidentiality

Both Parties agree to maintain confidentiality regarding sensitive business information, strategies, and materials, except where disclosure is required by law.

13.Mutual Brand Integrity

Both Parties agree to uphold the visual and strategic brand guidelines established during the Discovery & Strategy phase.

14.Performance Disclaimer

KO Creative does not guarantee results or platform performance. Metrics may vary due to factors outside KO Creative’s control.

15.Liability & Indemnity

• KO Creative is not liable for indirect, incidental, consequential, or lost-profit damages.
• The Client agrees to indemnify KO Creative from claims or damages resulting from misuse or unauthorized distribution.
• Liability Cap. KO Creative’s aggregate liability shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

16.Contract Term, Renewal & Pricing

• Initial Term. As set out in the applicable SOW.
• Renewal. Yearly renewal subject to mutual agreement. KO Creative reserves the right to adjust pricing at renewal; new rates will be communicated in writing.

17.Cancellation & Rescheduling

• Services. Cancellations after kickoff require payment for work performed and committed costs, plus a kill fee of 20%.
• Shoot Days. Cancellations within 72 hours incur 100% of day rates and non-refundable expenses; reschedules within 72 hours incur 50%.

18.No Exclusivity

KO Creative may work with other clients unless an Exclusivity Addendum is executed for an additional fee.

19.Subcontractors; Non-Solicitation

• KO Creative may engage subcontractors and remains responsible for their work.
• The Client agrees not to hire or solicit KO Creative’s employees or contractors for 12 months after the last Deliverable; breach results in liquidated damages equal to 25% of the person’s first-year compensation.

20.Data Protection & GDPR

• Both Parties comply with applicable data protection laws, including U.S., EU, and UK GDPR where relevant.
• KO Creative will only use Client data as necessary and will take reasonable steps to protect it.

21.Use of AI Tools

KO Creative may use AI-assisted tools lawfully. Third-party content will only be included with a license or a good-faith belief of permissibility.

22.Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control (war, government action, labor disputes, epidemics, platform outages). Timelines extend for the duration of the event.

23.Governing Law, Dispute Resolution & Arbitration

• Governing Law. Montana, USA.
• Dispute Resolution. The Parties will first attempt good-faith negotiation, then mediation within 30 days.
• IP or Confidentiality Disputes. May be resolved through binding arbitration under the rules of the American Arbitration Association (AAA).
• Unresolved disputes outside arbitration will be handled exclusively in the courts of Montana.

24.Notices; Electronic Signatures

Legal notices must be sent to the parties’ designated email addresses and are deemed received on the next business day. Electronic signatures and counterparts are valid and enforceable. KO Creative notices may be sent to k.o.creativemarketing@gmail.com.

25.Assignment; Independent Contractor; Survival

Neither Party may assign this Agreement without written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. KO Creative acts as an independent contractor. Sections regarding payment, IP, licenses, confidentiality, limitation of liability, indemnities, and dispute resolution survive termination.

26.Entire Agreement

These Terms, together with the signed agreement and applicable SOW, constitute the entire agreement between KO Creative and the Client regarding content usage rights and supersede all prior discussions or agreements, whether verbal or written.