Effective Date: August 5, 2026
These Terms apply to all Orders submitted on or after the Effective Date. For engagements in progress as of the Effective Date, these Terms take effect thirty (30) days after the Effective Date in accordance with Section 24.3, and the prior version continues to govern Services already rendered and fees for Orders already submitted.
1. ACCEPTANCE OF TERMS
1.1 These Terms of Service (“Terms”) constitute a binding legal agreement between Brain Food Productions, LLC, a Nevada limited liability company conducting business under the trade name Brainfood Advertising (“Company,” “we,” “us,” or “our”), and you, whether as a visitor to this website or as a purchaser of services (“you,” “your,” or “Client”).
1.2 All rights, obligations, invoices, payments, and remedies under these Terms run to and from Brain Food Productions, LLC. Reference to Brainfood Advertising, Premium Audio Services, Studio Park Design, or any other trade name is for identification and branding purposes only and does not create a separate contracting party. Payments are due to Brain Food Productions, LLC and may be processed under any of its trade names or through any payment processor it designates.
1.3 By accessing this website, submitting an order, creating an account, or using any Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you are not authorized to access the website or use the Services.
1.4 If you accept these Terms on behalf of a company, organization, or other entity, you represent and warrant that you have full authority to bind that entity, and “you” and “Client” refer to that entity.
1.5 You must be at least eighteen (18) years of age and legally capable of entering into binding contracts.
1.6 Commercial purpose. Except for retail purchases made through the Site’s online store, you represent that you are acquiring the Services for business or commercial purposes and not primarily for personal, family, or household purposes.
1.7 Online store purchases. Purchases made through the Site’s online store are additionally governed by Section 25. Where Section 25 conflicts with any other provision of these Terms, Section 25 controls as to that purchase.
1.8 Consumer rights preserved. Nothing in these Terms waives or limits any right or remedy that cannot lawfully be waived or limited under the consumer protection laws of your state of residence. Where any provision conflicts with such a law, that provision applies only to the extent permitted.
2. DEFINITIONS
“Business Day” means Monday through Friday, excluding federal holidays observed in the United States. Any period stated in Business Days begins on the next Business Day following the triggering event.
“Cleared Funds” means payment that has been received by us and that is no longer subject to reversal, chargeback, dispute, hold, or return under the rules of the applicable payment processor, card network, or financial institution. For payments by credit card, debit card, or electronic transfer, funds are deemed Cleared Funds no earlier than the expiration of the applicable dispute or return window, or such earlier date as we determine in our discretion.
“Client Materials” means all content you supply, including raw audio, raw video, footage, images, music, scripts, manuscripts, intro and outro assets, brand assets, copy, and credentials.
“Deliverable” means any work product we produce for you, including edited audio, edited video, mixes, masters, graphics, motion graphics, sound design, written copy, designs, code, and websites.
“Order” means an accepted proposal, statement of work, service selection, or written engagement confirmation describing the Services, fees, and any terms specific to that engagement.
“Service Level” means the tier of service identified in your Order. Where these Terms describe a benefit as applying to a specific Service Level, that benefit applies only to Orders expressly designating that Service Level.
“Services” means the services described in Section 3 and in any Order.
“Site” means this website and any associated pages, applications, and portals we operate.
3. SERVICES
3.1 Scope. We provide advertising, marketing, and production services, which may include: podcast recording and pre-production; audio editing, mixing, and mastering; video editing and post-production; motion graphics and sound design; show notes; publishing and posting; web design and development; creative and campaign consulting; and related audio, video, design, and digital services.
3.2 Order controls. The specific Services, Deliverables, fees, and Service Level for any engagement are set out in the applicable Order. Where an Order conflicts with these Terms, the Order controls as to that engagement only.
3.3 No obligation to accept. We may decline any Order, project, or Client Material in our sole discretion.
3.4 Audio production Services may include, subject to Service Level and the Order: equalization, dynamic balancing, and background noise reduction; leveling to broadcast standards; removal of dead space at the beginning and end of a recording; mixing of supplied intro and outro assets; removal of false starts, filler words, and extraneous sounds; and publishing to your hosting platform where credentials are supplied.
3.5 Video production Services may include, subject to Service Level and the Order: color correction, stabilization, cropping, trimming, transitions, and animation; removal of unwanted footage; and publishing to your hosting platform where credentials are supplied.
3.6 Premium Service Level additionally includes, where the Order expressly designates it: mixing of supplied or licensed music and sound effects into specified portions of the recording, and up to one (1) hour of custom production, which may include visual effects, motion graphics, and sound design.
3.7 Delivery platform. We will designate a file-sharing platform for each engagement and provide access instructions. We may change the platform at any time on notice to you.
3.8 Subcontractors. We may engage employees, independent contractors, and subcontractors to perform any portion of the Services. We remain responsible for their performance and will bind them to confidentiality obligations no less protective than those in Section 15.
4. YOUR RESPONSIBILITIES
4.1 You will complete our intake form, accept these Terms, and pay in accordance with Section 7.
4.2 You will supply all Client Materials in complete, uncorrupted, and usable format through the designated delivery platform. We are not obligated to begin work until all Client Materials for a given project have been received in usable form.
4.3 You will provide clear written instructions describing the intended layout, production expectations, and any special requirements, through the designated platform.
4.4 You will notify us in advance if you require expedited turnaround. Expedited delivery is subject to our capacity and incurs the fee in Section 8.2.
4.5 You will maintain your own backup copies of all Client Materials. We are not a backup or archival service.
4.6 You will maintain a current email address and a valid payment method with us.
4.7 You are responsible for the accuracy, legality, and clearance of all Client Materials, and for ensuring your hosting platform is configured to receive Deliverables.
4.8 Identification. You will provide and keep current: your exact legal name as registered with your state of formation; your entity type and state of formation; your principal business address; and the name, email address, and telephone number of an individual authorized to bind you. If you are a sole proprietor, you will provide your legal name and address. You will notify us in writing within ten (10) Business Days of any change to this information. Providing false or materially incomplete identification is a material breach of these Terms.
4.9 Credentials. Where you supply platform, hosting, or account credentials, you will provide the minimum level of access necessary for us to perform the Services, and you represent that you are authorized to grant that access. We will use credentials solely to perform the Services. You are responsible for revoking access and rotating credentials upon completion or termination of the engagement. We are not liable for any loss arising from your failure to do so.
5. TURNAROUND AND REVISIONS
5.1 Standard turnaround. Unless the Order states otherwise, and measured from our receipt of all Client Materials in usable form:
- Audio: two (2) Business Days.
- Video: three (3) Business Days.
5.2 Turnaround is an estimate. Turnaround periods are good-faith estimates and are not conditions of this agreement. Time is not of the essence. Turnaround does not run during any period of suspension under Section 10, during any dispute regarding Client Materials, or where Client Materials are incomplete, corrupted, or unusable.
5.3 Complex projects. Projects involving unusual length, complexity, or scope may require longer turnaround, which we will communicate upon receipt of materials.
5.4 Review and revisions. We will deliver each Deliverable for your review through the designated platform. You have fourteen (14) calendar days from delivery to request one (1) round of minor revisions at no additional charge. A minor revision means a small modification to the Deliverable, such as an additional edit, correction, or trim. Revisions requested after fourteen (14) calendar days, revisions beyond the first round, and any revision that materially changes scope, direction, length, or creative approach constitute additional Services billable at our then-current rates.
5.5 Deemed acceptance. If you do not request revisions within fourteen (14) calendar days, the Deliverable is deemed accepted. Your publication, broadcast, or distribution of a Deliverable also constitutes acceptance of that Deliverable. Acceptance under this Section does not authorize any use prohibited by Section 11, does not waive or satisfy the condition precedent in Section 11.2, and does not cure any breach of Section 11.2A.
6. FEES
6.1 Fees. Fees are as stated in the applicable Order or in our published fee schedule in effect on the date the Order is submitted. We may amend the fee schedule at any time, but changes do not affect Orders already submitted.
6.2 Taxes. Fees exclude all taxes. You are responsible for all sales, use, excise, value-added, and similar taxes, excluding taxes on our net income.
7. PAYMENT
7.1 Timing. Payment in full is due at the time the Order is placed, unless we have agreed in writing to extend invoiced terms. Where invoiced terms have been extended in writing, payment is due within thirty (30) calendar days of the invoice date. Where these provisions conflict, the written invoiced terms control for that engagement only.
7.2 New Clients and deposits. Unless we agree otherwise in writing, a Client that has not previously completed an engagement with us and paid in full must prepay one hundred percent (100%) of the Order before we commence work. For ongoing, retainer, or multi-phase engagements, we may require a deposit of fifty percent (50%) of the estimated total before commencing work, with the balance due on delivery. Deposits and prepayments are non-refundable except to the extent they exceed Services performed and costs committed as of the date of termination.
7.3 No work before payment. We are not obligated to begin, continue, or deliver any Services until payment due under Section 7.1 or 7.2 has been received as Cleared Funds.
7.4 No offset. All amounts are payable in full, in U.S. dollars, without deduction, set-off, counterclaim, or withholding of any kind.
7.5 Payment authorization. You authorize us to charge the payment method on file for all amounts due under these Terms, including fees, additional fees, rush fees, taxes, interest, and late charges, and to retain that payment method for recurring or subsequent charges.
7.6 Application of payments. Payments apply first to accrued interest and fees, then to the oldest outstanding invoice, regardless of any contrary designation by you.
7.7 Guarantee and credit conditions. For any Order exceeding two thousand five hundred dollars ($2,500), or for any Client with a balance more than thirty (30) days overdue, we may require, as a condition of commencing or continuing work: a personal guarantee from a principal, owner, or officer; prepayment in full; or such other assurance of payment as we reasonably require. Our failure to require any such assurance on one occasion does not waive our right to require it on another.
8. ADDITIONAL FEES
8.1 Extended runtime. Where raw material exceeds sixty (60) minutes, the following additional fees apply, based on total raw runtime submitted for a single Deliverable: Raw runtime Audio Video Over 60 minutes, up to 75 minutes $30 $50 Over 75 minutes, up to 90 minutes $60 $100 Over 90 minutes, up to 120 minutes $90 $150
Where raw material exceeds one hundred twenty (120) minutes, we will quote separately before commencing work.
8.2 Rush fee. Where you request delivery sooner than the standard turnaround in Section 5.1, a rush fee of seventy-five dollars ($75) applies per request, for both audio and video. Rush requests are subject to our capacity and are not guaranteed.
8.3 Additional revisions. Billable at our then-current rates as provided in Section 5.4.
8.4 Third-party assets. Where stock footage, music, images, fonts, plugins, or other licensed materials are required, we will notify you of the cost in writing and obtain your written approval before incurring it. Approved costs are billed at cost plus fifteen percent (15%) unless the Order states otherwise. We will not incur third-party costs without your prior written approval.
8.5 Unusable materials. Where Client Materials are corrupted, incomplete, or require substantial repair, remediation, or re-synchronization before production can begin, we will notify you and quote the additional work before proceeding.
9. LATE PAYMENT
9.1 Interest. Any amount not paid when due accrues interest from the due date until paid in full at one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less. The parties expressly agree in writing to this rate of interest, to monthly compounding of that interest, and to each of the additional charges and fees set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.5, 9.2, 9.3, 9.5, and 12.2.
9.2 Late fee. In addition to interest, any invoice unpaid more than ten (10) calendar days past its due date incurs a late administration fee equal to the greater of fifty dollars ($50) or five percent (5%) of the overdue balance. The parties agree that this amount is a reasonable estimate of our administrative cost of managing delinquent accounts, that such costs are impracticable and extremely difficult to determine precisely, and that this fee is not a penalty.
9.3 Collection costs. You are responsible for all costs we reasonably incur in collecting overdue amounts, including collection agency fees, court costs, filing fees, service of process, and expert costs.
9.4 Acceleration. If any invoice becomes more than thirty (30) days overdue, all outstanding amounts across all open Orders become immediately due and payable without further notice or demand.
9.5 Returned payments. Any payment that is returned, reversed, declined, or otherwise not honored for any reason incurs a returned payment fee of thirty-five dollars ($35), in addition to interest under Section 9.1 and any late fee under Section 9.2. The underlying obligation remains due, and Section 10 applies from the original due date.
9.6 Collection. You consent to our contacting you regarding overdue amounts by email, telephone, and text message at the contact information you have provided, and you agree that such contact is made at your request and with your prior express consent. You agree that we may refer any delinquent account to a collection agency or to an attorney, and that we may sell, assign, or transfer any amount owed, together with all rights under these Terms including Sections 9, 11, 12, and 21.7, to any third party without your consent. Any assignee succeeds to all of our rights and remedies.
9.7 No accord and satisfaction; no waiver. No payment of a lesser amount than the full balance due constitutes an accord and satisfaction, regardless of any endorsement, restriction, notation, legend, or accompanying communication, including any statement that the payment is tendered “in full satisfaction,” “payment in full,” or words of similar effect. We may accept, deposit, negotiate, or apply any such payment without prejudice to, and without waiver of, our right to recover the balance, and any such acceptance is expressly made under protest and with full reservation of rights. Our acceptance of any late or partial payment does not waive any right as to that or any subsequent default.
10. SUSPENSION AND STOP-WORK
10.1 Right to suspend. If any amount is overdue, we may, without liability and without terminating this agreement, immediately: suspend all Services; withhold all Deliverables including works in progress and completed masters; revoke your access to shared folders, portals, and delivery platforms; and decline to accept further submissions.
10.2 No relief. Suspension does not relieve you of any payment obligation. Interest continues to accrue during suspension.
10.3 Reinstatement. Services resume only after all outstanding amounts, including accrued interest and fees, are paid in full and received as Cleared Funds. We may require prepayment for all further work as a condition of reinstatement. Turnaround periods do not apply to reinstated work and restart from the date of reinstatement.
10.4 Termination for non-payment. If any amount remains unpaid sixty (60) days past its due date, we may terminate this agreement immediately upon written notice. Termination does not extinguish amounts owed, and Section 11 continues to apply.
10.5 Termination for convenience. Either party may terminate an ongoing engagement upon thirty (30) days’ written notice. You remain liable for all Services performed and all costs committed through the effective date of termination. Deposits and prepayments are non-refundable except to the extent they exceed Services performed and costs committed.
10.6 Client Materials after termination. We may retain Client Materials for ninety (90) days following termination or completion, after which we may delete them without further notice. Upon your written request made within that period, and provided your account is paid in full, we will return Client Materials in the format in which they were received. We have no obligation to retain, return, or reconstruct Client Materials for any account with an outstanding balance.
11. OWNERSHIP, LICENSE, AND PAYMENT AS CONDITION PRECEDENT
11.1 Retention of rights. We retain all right, title, and interest in and to every Deliverable, master, edit, mix, project file, and derivative work produced under this agreement until payment in full for that Deliverable has been received as Cleared Funds.
11.2 Conditional license. Upon receipt of payment in full for a Deliverable as Cleared Funds, we grant you a perpetual, non-exclusive, worldwide, transferable license to use, reproduce, publish, broadcast, distribute, display, and monetize that Deliverable. This license is expressly conditioned on payment. No license, express or implied, arises before that condition is satisfied.
11.2A Covenant against unauthorized exploitation. You covenant and agree that you will not publish, broadcast, stream, distribute, display, transmit, reproduce, monetize, or otherwise exploit any Deliverable, in whole or in part, before payment in full for that Deliverable has been received as Cleared Funds. You acknowledge that this covenant is a material inducement to our performance, that any breach constitutes knowing and willful infringement of our copyright, and that we would not perform the Services absent this covenant.
11.3 Unauthorized use. Any use, reproduction, publication, broadcast, distribution, display, or monetization of a Deliverable prior to payment in full as Cleared Funds is unlicensed and constitutes copyright infringement in addition to breach of this agreement. We reserve all remedies available under the Copyright Act and all other applicable law, including injunctive relief, actual damages, statutory damages, and attorney’s fees where available.
11.4 Takedown. Upon written demand following non-payment, you will remove all unpaid Deliverables from all platforms within seventy-two (72) hours and certify removal in writing. We may issue takedown notices to any hosting platform, distributor, or service provider without further notice to you, and you waive any claim arising from our doing so.
11.5 Project files. Raw project files, session files, and working files are our property and are not included in any Deliverable unless the Order expressly provides otherwise and separate consideration is paid.
11.6 Your materials. You retain all ownership of Client Materials. You grant us a non-exclusive license to use, reproduce, modify, and adapt Client Materials solely as necessary to perform the Services.
11.7 Our tools. We retain ownership of all pre-existing works, templates, methodologies, know-how, tools, and code libraries used in producing Deliverables. To the extent any is embedded in a Deliverable, the license in Section 11.2 extends to it in that embedded form only.
11.8 Portfolio rights. Notwithstanding Section 15, and unless the Order provides otherwise, we may display Deliverables that you have published or otherwise made public, and may identify you as a client, in our portfolio, case studies, website, and marketing materials. This permission does not extend to unpublished Deliverables, unreleased Client Materials, or any information you have designated in writing as confidential. You may withdraw this permission by written notice, effective prospectively.
11.9 No work made for hire. No Deliverable is or will be deemed a “work made for hire” as that term is defined in 17 U.S.C. § 101, and the parties expressly disclaim any work-made-for-hire relationship. All rights in Deliverables vest in us upon creation. Your rights in any Deliverable arise solely from the license granted in Section 11.2, and only upon satisfaction of the condition precedent stated there. No assignment or transfer of copyright ownership occurs under these Terms, and any purported assignment is void unless made in a separate writing signed by an authorized representative of the Company.
11.10 Equitable relief. You acknowledge that a breach of Section 11.2A, 11.3, or 11.4 would cause irreparable harm for which monetary damages are an inadequate remedy, and that we are entitled to seek injunctive and other equitable relief without the necessity of posting bond or proving actual damages, in addition to all other available remedies.
12. CHARGEBACKS AND PAYMENT DISPUTES
12.1 Notice required. Before initiating any chargeback, payment reversal, or dispute with a card issuer, bank, or payment processor, you will notify us in writing and allow fifteen (15) Business Days to resolve the matter.
12.2 Chargebacks as breach. Initiating a chargeback for Services rendered, without first complying with Section 12.1, is a material breach. You remain liable for the disputed amount, all processor fees and penalties charged to us, and a chargeback administration fee of one hundred dollars ($100) per occurrence.
12.3 Automatic license revocation. A chargeback automatically and immediately terminates any license granted under Section 11.2 as to the affected Deliverable. Upon a chargeback, the condition precedent in Section 11.2 is deemed never to have been satisfied, the license is void ab initio, and all use of that Deliverable from the date of first use forward is unlicensed for purposes of Section 11.3. Section 11.4 applies.
12.4 Evidence. You agree that we may submit these Terms, your acceptance record, Order documents, delivery logs, communications, and platform records to any processor, issuer, arbitrator, or court as evidence.
13. INVOICE DISPUTES
13.1 You must notify us in writing of any good-faith dispute regarding an invoice within ten (10) Business Days of the invoice date, specifying the disputed line items and the basis for the dispute.
13.2 Absent timely notice, the invoice is deemed accepted, correct, and undisputed.
13.3 You will pay all undisputed amounts by the due date. Disputing a portion of an invoice does not excuse payment of the remainder, and interest accrues on unpaid undisputed amounts.
14. YOUR REPRESENTATIONS AND INDEMNITY
14.1 Representations. You represent and warrant that: (a) you have full authority to enter this agreement and the individual accepting these Terms is authorized to bind you; (b) you own or have validly licensed all rights in Client Materials, including music, footage, images, and third-party content; (c) Client Materials do not infringe or misappropriate any third party’s intellectual property, privacy, publicity, or other rights, and do not violate any law; (d) you have obtained all necessary releases and consents from every person appearing or heard in Client Materials; (e) any credentials you supply are yours to supply and your provision of them does not violate any third-party agreement; and (f) Client Materials contain no unlawful, defamatory, obscene, or harassing content.
14.2 Indemnity. You will indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents from and against any claim, demand, action, damage, liability, loss, cost, or expense, including reasonable attorney’s fees, arising out of or relating to: (a) any breach of Section 14.1; (b) Client Materials; (c) your use, publication, or distribution of any Deliverable; (d) your breach of these Terms; or (e) your violation of any law or third-party right.
14.3 Control of defense. We may participate in the defense with counsel of our choosing at our expense. You will not settle any matter in a manner that imposes any obligation on us or admits liability on our part without our prior written consent.
15. CONFIDENTIALITY
15.1 Obligation. Each party will hold in confidence all non-public business, technical, financial, and creative information disclosed by the other in connection with the Services, and will use it solely to perform or receive the Services. Each party will protect such information using at least the degree of care it uses for its own confidential information, and no less than reasonable care.
15.2 Exclusions. These obligations do not apply to information that: is or becomes public through no fault of the receiving party; was rightfully known to the receiving party without restriction before disclosure; is independently developed without use of the disclosing party’s information; or is rightfully received from a third party without restriction.
15.3 Compelled disclosure. A party may disclose confidential information to the extent required by law, subpoena, or court order, provided it gives prompt notice where legally permitted so the other party may seek protective relief.
15.4 Enforcement disclosure. We may disclose information concerning your account, the Services, the Deliverables, and your payment history to the extent necessary to enforce Sections 9, 11, 12, and 21, including in any collection, arbitration, or judicial proceeding, and to any collection agency, attorney, assignee, or payment processor.
15.5 Duration. These obligations survive for three (3) years after termination, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.
16. ACCEPTABLE USE OF THE SITE
16.1 You will not: (a) access the Site by automated means, including scraping, crawling, or harvesting, except by search engines observing our robots.txt file; (b) attempt to gain unauthorized access to any portion of the Site, account, or system; (c) probe, scan, or test the vulnerability of any system or network; (d) interfere with or disrupt the Site or any server or network; (e) transmit malware, viruses, or harmful code; (f) use the Site to send unsolicited commercial communications; (g) impersonate any person or misrepresent your affiliation; (h) use the Site or its content to train any machine learning or artificial intelligence model without our express written permission; or (i) use the Site for any unlawful purpose.
16.2 We may investigate suspected violations, suspend or terminate access without notice, and cooperate with law enforcement.
17. SITE CONTENT AND INTELLECTUAL PROPERTY
17.1 All content on the Site — including text, graphics, logos, images, audio, video, software, design, layout, and the compilation thereof — is owned by or licensed to Brain Food Productions, LLC and is protected by copyright, trademark, and other laws.
17.2 “Brainfood Advertising,” “Brain Food Productions,” “Premium Audio Services,” “Studio Park Design,” and associated logos and marks are our trade names and marks. Nothing in these Terms grants any license to use them.
17.3 You may view and print Site content for your own internal, non-commercial reference. Any other use — including reproduction, distribution, modification, republication, or creation of derivative works — requires our prior written permission.
18. PRIVACY
Your use of the Site is also governed by our Privacy Policy, available at https://brainfoodadvertising.com/privacy-policy/, which is incorporated into these Terms by reference. By using the Site you consent to the collection and use of information as described in that policy. In the event of any conflict between the Privacy Policy and these Terms regarding intellectual property, licensing, or payment, these Terms control.
19. COPYRIGHT COMPLAINTS (DMCA)
19.1 We respect intellectual property rights and will respond to properly submitted notices under the Digital Millennium Copyright Act.
19.2 To submit a notice, provide our designated agent with: (a) a physical or electronic signature of the owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information sufficient to locate it; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized by the owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on the owner’s behalf.
19.3 Designated Agent:
Brain Food Productions, LLC Attn: DMCA Agent 5940 S. Rainbow Blvd. Las Vegas, NV 89118 United States Email: info@brainfoodadvertising.com Telephone: (747) 363-7350
19.4 Counter-notification. If material you posted was removed or disabled in response to a notice under Section 19.2, you may submit a counter-notification to our designated agent containing: (a) your physical or electronic signature; (b) identification of the material removed and the location where it appeared before removal; (c) a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; (d) your name, address, and telephone number; and (e) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside the United States, the District of Nevada, and that you will accept service of process from the person who submitted the original notice or that person’s agent. We may restore the material within ten (10) to fourteen (14) business days of receipt unless the original complainant notifies us that it has filed an action seeking a court order.
19.5 Repeat infringers. We have adopted and will reasonably implement a policy of terminating, in appropriate circumstances, the accounts and access of users who are repeat infringers.
19.6 Misrepresentation. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed by mistake or misidentification, may be liable for damages, including costs and attorney’s fees.
20. DISCLAIMERS AND LIMITATION OF LIABILITY
20.1 THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
20.2 We do not warrant that the Site will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Site is free of harmful components.
20.3 No results guaranteed. We do not warrant or guarantee any particular outcome from advertising, marketing, production, or design Services, including audience growth, engagement, downloads, rankings, conversions, revenue, or return on investment. Creative and advertising results depend on factors outside our control.
20.4 Third-party platforms. We do not control and are not responsible for third-party hosting platforms, distributors, social networks, or service providers, or for their availability, policies, algorithms, or actions.
20.5 Cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).
20.6 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.
20.7 Carve-outs. Sections 20.5 and 20.6 do not limit: your payment obligations; your indemnity obligations under Section 14; either party’s liability for gross negligence, willful misconduct, or fraud; or our remedies under Sections 11.3, 11.4, and 11.10.
20.8 Data and backups. You are solely responsible for maintaining copies of Client Materials. We disclaim all liability for loss, corruption, or destruction of Client Materials.
20.9 Basis of the bargain. You acknowledge that the fees reflect this allocation of risk and that we would not provide the Services on these terms without it.
20.10 Some jurisdictions do not permit certain exclusions or limitations; in those jurisdictions our liability is limited to the greatest extent permitted by law.
21. GOVERNING LAW, VENUE, AND ATTORNEY’S FEES
21.1 Governing law. These Terms are governed by the laws of the State of Nevada, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Nevada nexus; place of performance. The parties acknowledge and agree that: the Company is a limited liability company organized under the laws of the State of Nevada; the Company maintains its business address in Clark County, Nevada; these Terms are deemed made and entered into in Clark County, Nevada; and all payments due under these Terms are due and payable to the Company in Clark County, Nevada, which is the place of performance of every payment obligation. The parties agree that Nevada bears a substantial relationship to the parties and this transaction, that they have a reasonable basis for selecting Nevada law, and that the application of Nevada law is neither unfair nor unreasonable.
21.3 Consent to jurisdiction. You irrevocably consent and submit to the personal jurisdiction of the state and federal courts located in Clark County, Nevada, for all purposes, and waive any objection to personal jurisdiction, venue, or forum non conveniens in those courts.
21.4 Forum. Any action you bring arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in Clark County, Nevada. We may, at our sole election, bring any action to collect amounts owed, or to enforce Sections 11, 12, or this Section 21, either in the courts of Clark County, Nevada or in any court of competent jurisdiction where you reside, maintain a place of business, or hold assets. This Section confers an option on the Company and an obligation on you; it is not mutual, and you waive any objection on that basis.
21.5 Service of process. You consent to service of process by any of the following methods, each of which constitutes valid and effective service: personal service; certified mail, return receipt requested, to the address you provided under Section 4.8; nationally recognized overnight courier to that address; or electronic mail to the email address you provided under Section 4.8, with service deemed complete on the next Business Day following transmission. You waive any objection to service effected by these methods and agree not to contest the sufficiency of such service. You will maintain a current address and email address with us, and service to the most recent address you provided is effective whether or not you actually receive it.
21.6 Enforcement of judgment. You agree that any judgment obtained against you in Clark County, Nevada may be domesticated, registered, and enforced in any jurisdiction where you reside, maintain a place of business, or hold assets, and you waive any objection to such domestication other than an objection that the judgment has been satisfied.
21.7 Attorney’s fees. In any action or proceeding to enforce or interpret these Terms, the prevailing party is entitled to recover its reasonable attorney’s fees and costs, including on appeal and in any collection, arbitration, garnishment, execution, domestication, or bankruptcy proceeding, in addition to any other relief awarded. This provision is intended to constitute a written agreement entitling the prevailing party to attorney’s fees for purposes of NRS 18.010(4).
21.8 Jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.
21.9 Judicial reference where jury waiver is unenforceable. If a court determines that the jury waiver in Section 21.8 is unenforceable under the law applied to a particular dispute, then that dispute will instead be resolved by a general reference to a referee pursuant to California Code of Civil Procedure section 638 or the analogous procedure of the forum state, the referee to try all issues and report a statement of decision. If neither the jury waiver nor judicial reference is enforceable, Section 21.8 is severed and the remainder of this Section 21 continues in full force.
21.10 Limitations period. Any claim you bring arising out of these Terms must be commenced within one (1) year after the claim accrues. Claims by us for non-payment are governed by the applicable statutory limitations period, which for an obligation founded upon an instrument in writing is six (6) years under NRS 11.190(1)(b).
21.11 Post-judgment interest. Any judgment obtained under these Terms bears interest at the rate stated in Section 9.1 until satisfied, or at the maximum rate permitted by law, whichever is less.
21.12 Waiver of defenses to capacity. You acknowledge that Brain Food Productions, LLC is the contracting party under Section 1.2, that all trade names are identified as trade names only, and that you will not assert as a defense to any action that the Company lacks capacity to sue by reason of the name under which any invoice, proposal, or communication was issued.
22. DISPUTE RESOLUTION
22.1 Informal resolution first. Before initiating any formal proceeding, the complaining party will send written notice describing the dispute and the relief sought, and the parties will negotiate in good faith for thirty (30) days.
22.2 Arbitration. Any dispute not resolved under Section 22.1 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Clark County, Nevada. Judgment on the award may be entered in any court of competent jurisdiction.
22.3 Carve-outs. Arbitration does not apply to: (a) any claim brought by either party in small claims court, provided the claim remains in that forum; (b) any action by us to collect unpaid fees; (c) any action for injunctive or equitable relief relating to infringement or misuse of intellectual property; or (d) any action under Section 11.3, 11.4, or 11.10.
22.4 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one party or preside over any class or representative proceeding.
22.5 Blowup provision. If Section 22.4 is held unenforceable as to any claim or request for relief, then Section 22.2 does not apply to that claim or request for relief, which will instead be resolved in court under Sections 21.1, 21.3, and 21.4. The remainder of this Section 22 continues to apply to all other claims.
23. FORCE MAJEURE
23.1 Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, war, terrorism, civil unrest, epidemic, labor dispute, utility or internet failure, hosting or platform outage, or government action. This Section does not excuse any payment obligation.
23.2 If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice, subject to payment for Services performed and costs committed.
24. GENERAL
24.1 Entire agreement. These Terms, together with any applicable Order and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous discussions, proposals, representations, and agreements. Where a signed written Order conflicts with these Terms, the Order controls as to that engagement.
24.2 No reliance. You acknowledge that you have not relied on any statement, promise, representation, or warranty not expressly set forth in these Terms or in an Order. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.
24.3 Amendment. We may amend these Terms at any time by posting a revised version bearing a new effective date. Material changes take effect thirty (30) days after posting, and we will provide notice by email to the address on file or by conspicuous notice on the Site. Amendments do not apply to Services already rendered or to fees for Orders already submitted. Your continued use of the Site or Services after the effective date constitutes acceptance.
24.4 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to render it enforceable, and if it cannot be so modified, it will be severed. The remainder continues in full force and effect.
24.5 No waiver. No failure or delay in exercising any right operates as a waiver of that or any other right. Acceptance of late or partial payment does not waive our rights as to the balance or as to any other breach.
24.6 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent; any attempted assignment is void. We may assign freely, including to an affiliate or successor in interest. These Terms bind and inure to the benefit of permitted successors and assigns.
24.7 No third-party beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing confers any right or remedy on any other person, except that Section 14.2 inures to the benefit of the indemnified persons named there.
24.8 Independent contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.
24.9 Notices. Notices to you may be sent to the email address on file and are deemed received on the next Business Day following transmission. Notices to us must be sent to the email address in Section 26 and, for any legal notice, also by certified mail to the address in Section 26. You are responsible for maintaining a current email address. Either party may change its notice address by written notice to the other.
24.10 Survival. Sections 1.2, 2, 4.8, 4.9, 5.5, 6, 7, 8, 9, 10.6, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23, and 24 survive termination or expiration of these Terms. Section 2 survives for the purpose of giving meaning to defined terms used in any surviving provision.
24.11 Headings. Headings are for convenience only and do not affect interpretation.
24.12 Interpretation. These Terms will not be construed against either party as drafter. “Including” means “including without limitation.”
24.13 Electronic acceptance. You consent to transact electronically. Your electronic acceptance of these Terms has the same legal force and effect as a handwritten signature.
24.14 Counterparts. Any Order may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.
25. ONLINE STORE PURCHASES
25.1 Scope. This Section applies to purchases made through the Site’s online store. Where it conflicts with any other provision of these Terms, this Section controls as to that purchase.
25.2 Pricing and errors. Prices are shown at checkout and are subject to change before an order is placed. We may correct pricing or description errors and cancel any order placed at an incorrect price, in which case we will notify you and issue a full refund.
25.3 Order acceptance. Your submission of an order is an offer. A confirmation email acknowledges receipt but does not constitute acceptance. We accept your order when we begin fulfillment, and we may decline any order for any lawful reason.
25.4 Digital products and services. Digital goods and services are delivered electronically. Because these products are delivered in a form that cannot be returned, all sales are final once delivery has occurred, except as provided in Section 25.5 or as required by applicable law.
25.5 Refunds. If a digital product fails to download, is corrupted, is materially not as described, or is duplicated in error, notify us at info@brainfoodadvertising.com within fourteen (14) calendar days of purchase and we will repair, replace, or refund the purchase at our election. Refunds are issued to the original payment method within ten (10) Business Days of approval. Custom or commissioned work is governed by Sections 7.2 and 10.5, not this Section.
25.6 Cancellation before delivery. You may cancel an order at any time before delivery or before we begin fulfillment, whichever is earlier, for a full refund.
25.7 Recurring charges. Where you purchase a subscription or recurring plan, the charge recurs automatically at the stated interval until cancelled. We will disclose the amount, interval, and cancellation method before you complete the purchase, and will send renewal notice where required by applicable law. You may cancel at any time through your account or by emailing info@brainfoodadvertising.com. Cancellation takes effect at the end of the then-current billing period, and fees already charged are not prorated except as required by law.
25.8 Taxes and payment. Applicable taxes are calculated at checkout. Section 7.5 applies to all store purchases.
25.9 Consumers. If you purchase as a consumer, Section 1.8 applies, and Sections 21.10 and 22 apply only to the extent enforceable against consumers under the law of your state of residence.
26. CONTACT
Brain Food Productions, LLC d/b/a Brainfood Advertising 5940 S. Rainbow Blvd. Las Vegas, NV 89118 United States
Email: info@brainfoodadvertising.com Telephone: (747) 363-7350 Web: https://brainfoodadvertising.com