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1 - Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Once Interactive, Inc. ("Once Interactive," "we," "us," or "our"), a digital marketing and web development agency incorporated in the State of Nevada with its principal office at 9205 W Russell Rd, Suite 240, Las Vegas, NV 89148. By accessing our website at onceinteractive.com, engaging our services, or executing a Statement of Work, proposal, or contract with us, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.
2 - Services Offered
Once Interactive provides a range of digital marketing and web development services, which may include but are not limited to:
Website Design & Development (WordPress and custom platforms)
Search Engine Optimization (SEO)
Pay-Per-Click Advertising (PPC)
Social Media Marketing & Management
Content Strategy & Creation
Branding & Graphic Design
Mobile App Development
Marketing Automation
AI-Powered Marketing Solutions & AI Discovery Optimization
Website Maintenance & Hosting Support
Analytics & Reporting
The specific scope of services rendered to any Client is governed by a separately executed proposal, Statement of Work (SOW), or service agreement. In the event of a conflict between these Terms and any SOW, the SOW will control with respect to the specific services described therein.
No Guarantee of Specific Results
While we are committed to delivering the highest quality of work and measurable outcomes, Once Interactive does not guarantee specific rankings, traffic levels, lead volumes, revenue results, or other performance metrics unless expressly stated in a signed agreement. Digital marketing results are subject to factors outside our control, including search engine algorithm changes, platform policy updates, and market conditions.
3 - Eligibility & Account Registration
Our services are intended for businesses and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts. By engaging Once Interactive, you represent that you meet these requirements.
If you create an account or submit information through our website, you agree to provide accurate, current, and complete information and to update such information as needed. You are responsible for maintaining the confidentiality of any login credentials and for all activities that occur under your account.
4 - Intellectual Property
Our Intellectual Property
All content on the Once Interactive website, including but not limited to text, graphics, logos, icons, images, audio/video clips, code, and the overall design, is the property of Once Interactive or its content suppliers and is protected by applicable U.S. and international copyright, trademark, and intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.
Client-Owned Content
Content and materials provided by the Client (such as logos, images, copy, brand assets, and product information) remain the sole intellectual property of the Client. By submitting such materials to Once Interactive, you grant us a limited, non-exclusive, royalty-free license to use, reproduce, and display those materials solely for the purpose of performing the agreed-upon services.
Deliverables & Work Product
Upon receipt of full payment for the applicable project, Once Interactive assigns to the Client all right, title, and interest in the final deliverables specifically created for that project, except for:
Pre-existing Once Interactive tools, frameworks, templates, or methodologies ("Agency IP") incorporated into the deliverables, for which Client receives a non-exclusive, perpetual license;
Third-party licensed assets, fonts, plugins, or software subject to their own license terms;
Work product not yet fully paid for, which remains the property of Once Interactive until payment is complete.
Portfolio Rights
Once Interactive reserves the right to display completed work in our portfolio, case studies, social media channels, award submissions, and marketing materials, unless the Client has requested in writing that a specific project remain confidential.
5 - Client Obligations
To enable Once Interactive to deliver services effectively, the Client agrees to:
Provide timely feedback, approvals, and materials as reasonably requested;
Ensure that all content and information provided to Once Interactive is accurate, lawful, and does not infringe upon the rights of any third party;
Maintain all necessary licenses, permissions, and consents required to operate your business and use your website;
Designate a primary point of contact who has the authority to make decisions regarding the project;
Comply with all applicable laws and regulations, including those governing online advertising, data privacy, and consumer protection;
Not use our services for any unlawful, harmful, deceptive, or unethical purpose.
Delays caused by the Client's failure to provide timely materials or approvals may result in project timeline adjustments. Once Interactive will not be held responsible for missed deadlines attributable to Client delays.
6 - Payments & Fees
Project Fees
All fees are outlined in the applicable proposal or SOW. Unless otherwise specified, project fees are due as follows: a deposit (typically 50%) is due upon project commencement, and the remaining balance is due upon project completion or at milestones specified in the SOW.
Retainer & Monthly Services
For ongoing services (such as SEO, PPC management, or social media), fees are billed monthly in advance. Monthly invoices are due within 15 days of the invoice date unless otherwise agreed.
Late Payments
Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance. Once Interactive reserves the right to suspend services for accounts that are 30 or more days past due.
Scope Changes
Any work requested outside the agreed-upon scope will be subject to a Change Order. Change Orders must be approved in writing before additional work commences. Scope changes may affect both project fees and timelines.
Refunds
Deposits are non-refundable once project work has commenced. For retainer services, cancellation with 30 days' written notice will result in a prorated refund of any prepaid fees for services not yet rendered.
Third-Party Costs
The Client is responsible for all third-party costs associated with their project, including but not limited to: advertising spend (Google Ads, Meta Ads, etc.), domain registrations, premium plugin or software licenses, stock photography, and hosting fees. These costs are separate from Once Interactive's service fees unless explicitly included in the SOW.
7 - Confidentiality
Both parties acknowledge that during the course of the engagement, they may have access to confidential and proprietary information belonging to the other party, including business plans, marketing strategies, client data, financial information, and technical methods ("Confidential Information").
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; and (c) use the Confidential Information solely for the purpose of fulfilling obligations under the applicable SOW.
This obligation does not apply to information that: (i) is or becomes publicly known through no breach of this agreement; (ii) is received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided prompt notice is given to the other party.
8 - Disclaimers
THE ONCE INTERACTIVE WEBSITE AND ALL INFORMATION, CONTENT, AND MATERIALS THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Once Interactive does not warrant that our website will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant that the information on our website is complete, accurate, or current.
References to third-party products, services, or websites are provided for informational purposes only. Once Interactive does not endorse or assume liability for any third-party content, products, or services.
9 - Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONCE INTERACTIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED, EVEN IF ONCE INTERACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Once Interactive's total aggregate liability to you for any and all claims arising out of or related to these Terms or the Services exceed the greater of: (a) the total fees paid by you to Once Interactive in the three (3) months immediately preceding the claim; or (b) $500.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the above limitations may not apply to you.
10 - Indemnification
You agree to indemnify, defend, and hold harmless Once Interactive and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Your breach of these Terms;
Your use of our services in violation of applicable law;
Content or materials you provide to Once Interactive that infringe upon the intellectual property or other rights of any third party;
Your negligence or willful misconduct.
11 - Termination
Termination by Client
Clients may terminate ongoing service agreements by providing 30 days' written notice to Once Interactive. The Client remains responsible for all fees accrued through the termination date, including any work in progress during the notice period.
Termination by Once Interactive
Once Interactive reserves the right to suspend or terminate services immediately, without prior notice, if:
The Client breaches any provision of these Terms or the applicable SOW;
The Client fails to pay invoices within the agreed timeframes;
The Client engages in conduct that is unlawful, harmful, or disruptive;
Continuation of services would require Once Interactive to violate any applicable law or regulation.
Effect of Termination
Upon termination, Once Interactive will make available any completed deliverables for which full payment has been received. Deliverables for which payment has not been received will be retained by Once Interactive until outstanding balances are settled. Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.
12 - Governing Law & Dispute Resolution
These Terms and any disputes arising out of or related to them or to our services shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.
Any dispute that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in Clark County, Nevada, in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English and the award shall be final and binding.
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
13 - Changes to Terms
Once Interactive reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, provide additional notice (such as by email to active clients). Your continued use of our services following any changes constitutes your acceptance of the revised Terms.
We encourage you to review these Terms periodically. If you do not agree with any changes, you must notify us in writing and may terminate your engagement with us in accordance with Section 11.
14 - Contact Us
If you have questions about these Terms of Service, please contact us:
Once Interactive, Inc.
9205 W Russell Rd, Suite 240 · Las Vegas, NV 89148
Email: [email protected]
Las Vegas: +1.702.563.4480
Los Angeles: +1.310.955.7242
Facebook: facebook.com/onceinteractivelv
Instagram: instagram.com/onceinteractive
Website: onceinteractive.com/contact-us