These Terms of Service ("Terms") constitute a binding agreement between you ("Client," "you") and Cherry Media Group ("Company," "we," "us"). By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not proceed with our services.

1. Definitions

• "Services" refers to all social media management, content creation, photography, videography, video editing, paid advertising management, branding, consulting, and related marketing services provided by Cherry Media Group.
• "Deliverables" refers to all content, materials, and work product created by Cherry Media Group on behalf of the Client, including but not limited to photos, videos, graphics, copy, and strategy documents.
• "Third-Party Platforms" refers to external platforms including but not limited to Instagram, TikTok, Facebook, YouTube, Google, LinkedIn, and any advertising or analytics networks.
• "Statement of Work" (SOW) refers to any custom proposal, package agreement, or project scope document executed between the parties.

2. Scope of Services

Cherry Media Group provides strategic social media management, content creation, photography, videography, video editing, paid advertising management, branding, and related marketing services as outlined in your selected package or custom proposal.

Specific deliverables, timelines, and expectations will be defined in each Client's Statement of Work. Services not explicitly included in the SOW are outside the scope of the engagement and may require additional fees.

Cherry Media Group reserves the right to adjust strategies and deliverables based on platform updates, algorithm changes, or industry shifts, and will communicate any material changes to the Client.

3. Payment Terms

• All payments are processed in USD via Stripe. Payment is due on the 1st of each month.
• Payments are considered late after the 5th of the month. Reminders will be sent on days 2 through 4.
• A late fee of 1.5% of the outstanding balance per month will apply starting on day 6.
• An onboarding fee of $500 to $1,000 is due before work begins. This fee is non-refundable.
• Cherry Media Group reserves the right to suspend all services if payment remains outstanding for more than 10 business days.

4. Contract Term, Renewal & Cancellation

• All packages require a minimum 3-month commitment.
• After the initial term, the agreement will automatically renew on a month-to-month basis unless either party provides written notice of cancellation.
• Cancellation requires 30 days written notice sent via email to mariana@cherrymgroup.com.
• Early termination within the initial 3-month term will result in a fee equal to the remaining balance of the contract term.
• Upon termination, any work in progress will be delivered in its current state.

5. Ad Spend & Third-Party Costs

Paid advertising budgets are billed separately and paid directly to the advertising platform by the Client. Cherry Media Group charges a management fee of 15 to 20% on top of the ad spend for campaign setup, monitoring, and optimization.

The Client is responsible for maintaining valid payment methods on all ad platforms. Cherry Media Group is not liable for ad platform billing errors, account suspensions, or policy violations outside of its control. Any third-party software or tool subscriptions required for service delivery will be communicated and agreed upon in advance.

6. Intellectual Property & Content Ownership

All Deliverables created by Cherry Media Group shall be considered "work made for hire." Upon full payment, ownership of all Deliverables transfers to the Client, including photos, videos, graphics, and copy.

Cherry Media Group retains ownership of all proprietary processes, templates, frameworks, and methodologies used in delivering Services. The Client grants Cherry Media Group a non-exclusive, royalty-free, perpetual license to display completed work in its portfolio, website, social media, and marketing materials unless otherwise agreed upon in writing.

The Client warrants that all materials provided to Cherry Media Group, including logos, images, copy, and music, are owned by the Client or properly licensed, and do not infringe any third-party intellectual property rights.

For influencer or user-generated content campaigns, content ownership and usage rights will be defined in separate influencer agreements. Cherry Media Group is not liable for content created by third-party influencers or content creators beyond the scope of those agreements. Raw, unedited photo and video files are not included in standard packages and are available for purchase separately.

7. Revisions & Approvals

Each Deliverable includes up to two rounds of revisions. A "round" is defined as a single consolidated set of feedback. Additional revisions beyond the included rounds may be subject to additional charges at the Company's standard hourly rate.

Content that is not reviewed within 48 hours of delivery may be published as submitted to maintain the content calendar schedule. The Client acknowledges that delays in providing feedback may impact campaign performance and content calendar timelines.

8. Client Responsibilities

The Client agrees to:

• Provide timely access to social media accounts, brand assets, and necessary login credentials.
• Designate a single point of contact for approvals and communication.
• Respond to requests for information, feedback, or approvals within 48 hours.
• Ensure the accuracy of all information provided about their products, services, and business.
• Secure locations and obtain any necessary permits for photo and video shoots.

Failure to provide required access, materials, or approvals in a timely manner may result in delays for which Cherry Media Group shall not be held responsible.

9. Scheduling, Shoots & Cancellations

• Shoots and strategy calls must be scheduled at least 48 hours in advance.
• Last-minute cancellations with less than 24 hours notice are subject to a $100 cancellation fee.
• Unused shoot hours do not roll over to the following month.
• Outdoor shoots affected by weather will be rescheduled at no additional cost.
• Cherry Media Group provides all professional equipment. Travel costs beyond a 30-mile radius may be billed separately.

10. Third-Party Platforms & Performance

Cherry Media Group is not responsible for the performance of Third-Party Platforms including but not limited to Instagram, TikTok, Facebook, Google, YouTube, or any advertising network.

The Client acknowledges that social media platforms may change their algorithms, policies, features, or terms of service at any time without notice, which may impact campaign performance. Results may vary based on market conditions, audience behavior, and platform changes.

Cherry Media Group does not guarantee specific metrics including but not limited to follower growth, engagement rates, reach, impressions, leads, or revenue outcomes.

11. Confidentiality

Both parties agree to keep confidential any proprietary information shared during the course of the engagement. This includes business strategies, financial information, login credentials, analytics data, and any other sensitive information.

Confidentiality obligations shall survive termination of this agreement for a period of two (2) years. Exceptions include information that becomes publicly available through no fault of the receiving party, was already known prior to the engagement, or is required to be disclosed by law.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Cherry Media Group, its owners, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) Client-provided materials that infringe third-party rights; (c) the Client's products, services, or business practices; or (d) any claim related to content approved by the Client for publication.

13. Limitation of Liability

In no event shall Cherry Media Group's total aggregate liability exceed the total fees paid by the Client in the three (3) months preceding the claim.

Cherry Media Group shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause of action or the theory of liability.

14. Account Access & Transition

Upon termination and receipt of final payment, Cherry Media Group will transfer administrative access to all Client-owned social media accounts within 10 business days. Cherry Media Group will remove its access to all Client accounts and platforms. Any proprietary tools, dashboards, or reporting systems provided by Cherry Media Group will no longer be accessible after termination. Scheduled content may be left in place or removed at the Client's request.

15. Non-Solicitation

During the term of this agreement and for twelve (12) months following termination, the Client agrees not to directly hire or solicit any employee or contractor of Cherry Media Group who was involved in providing Services to the Client.

16. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, power failures, or platform downtime.

17. Dispute Resolution & Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If the dispute cannot be resolved within 30 days, both parties agree to pursue mediation before initiating any formal legal proceedings.

18. Modifications

Cherry Media Group reserves the right to update these Terms at any time. Clients will be notified of any material changes via email. Continued use of Services after notification constitutes acceptance of the updated Terms.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with any executed Statement of Work, proposal, or package agreement, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral.