Pursuant to these Terms and Conditions, Garan Agency, the company incorporated and acting under the laws of the United States, renders the services specified in the invoice to the Customer.
1. Acceptance of Terms
The Services are offered and provided subject to your acceptance of the Terms & Conditions contained herein and all other policies (including, without limitation, Privacy Policy, Refund Policy) and procedures that can be published from time to time by Garan Agency related to the Services, which shall be incorporated herein by reference. By receiving and using the Services, you agree to the Terms and conditions herein.
2. Changes
We may make changes to the Terms & Conditions and/or our policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms & Conditions by posting the updated Terms & Conditions on the website of Garan Agency (https://garan-agency.com/), and we will revise the “Updated” date above. It is your responsibility to review the Terms & Conditions frequently and to remain informed of any changes to them. The then-current version of the Terms & Conditions will supersede all earlier versions. You agree that your continued receipt and use of the Services after such changes have been published will constitute your acceptance of such revised Terms and policies and/or procedures (as applicable).
3. Definitions
3.1. Contractor – Garan Agency, the company incorporated and acting under the laws of the United States, rendering the Services.
3.2. Customer – the legal entity or natural person ordering the Services by signing an Invoice issued by the Contractor or filling in the form for payment process.
3.3. Agreement – the agreement between the Contractor and the Customer for the rendering of services in accordance with these Terms & Conditions and an Invoice.
3.4. Services – the services specified in the invoice (hereinafter the “Invoice”) or upon invoicing the Customer through the paying agent.
3.5. Party to the Agreement – individually referred to as the Contractor or the Customer.
3.6. Parties to the Agreement – jointly referred to as the Contractor and the Customer.
3.7. Intellectual Property Rights – any and all rights arising under or associated with: (a) patents and similar or equivalent rights in inventions; (b) copyrights, “moral” rights and any other rights of authors or in works of authorship; (c) related rights, “moral” rights and any other rights of performers; (d) trademarks, trade names, corporate names and corporate identity; (e) trade secrets and confidential information; (f) applications for registrations of, amendment, prolongation, reissuances, update, extensions, restorations and reversions of the foregoing; and (g) all other similar or equivalent intellectual property or property rights created by any law anywhere in the world.
3.8. Invoice – a document drawn up by the Contractor in electronic form, which contains information on the list of Services for rendering to the Customer, the term of their rendering and cost, as well as current details of the Contractor for the purposes of performance of monetary obligations by the Customer under the Agreement.
4. Procedure for the entering into force of the Agreement
4.1. In the Terms & Conditions hereunder, the Contractor undertakes an obligation to render Services according to clause 3.4. of the Terms & Conditions and shall perform it subject to each Customer who applied to the Contractor for rendering Services. The publication of the text of the Terms & Conditions on the website https://garan-agency.com/ at or presenting it to the Customer in any other manner shall constitute an offer by the Contractor to the Customer to enter into the Agreement on terms and conditions, specified herein.
4.2. The Agreement shall be deemed to be entered into on acceptance of the offer by the Customer. The acceptance of the offer from the Customer side shall be deemed to be an advance payment of 100% of the value of the Services as specified in the Invoice issued by the Contractor unless otherwise agreed by the Parties in writing.
4.3. By accepting the offer, the Customer fully agrees to all the provisions of the Terms & Conditions, Privacy Policy, Refund Policy without any waivers, exclusions or disclaimers.
4.4. The Terms & Conditions are not required to be drawn up on paper and signed with a handwritten signature.
5. Scope of the Terms & Conditions
5.1. Use of Services and Availability. Garan Agency has the right, in its sole and absolute discretion, to render the Services to anyone and for any reason based on any legal grounds.
5.2. The subject of the Terms & Conditions is the rendering of the Services that are specified in the Invoice issued by Garan Agency. Methods of the Services rendering, ways and channels of promotion, as well as other additional information necessary for the Service rendering, shall be defined by Garan Agency at its discretion. The key points about the Services can be added to the Invoice by Garan Agency. The Customer shall provide Garan Agency with all necessary information required for rendering the Services and any resources and materials (including pictures, video clips, banners, and other audiovisual content and materials provided by the Customer and designed to promote and stimulate consumer interest in the Customer’s Software) required to render the Services by means agreed by the Parties within 3 (three) business days from the moment of Garan Agency’s request.
5.3. Garan Agency shall be entitled to engage third parties to provide the Services to the Customer.
5.4. The key points about the Services can be added to the Invoice by Garan Agency.
5.5. Onboarding period. The onboarding period for the rendering of Services is 5 (five) business days after the advance payment is completed. This period is necessary for Garan Agency to prepare for the high-quality rendering of Services, taking into account the specifics of the Customer’s request. Therefore, the actual provision of Services under the Agreement begins after the expiration of this onboarding period.
6. Rights and obligations of the Parties
6.1. Garan Agency is entitled to:
6.1.1. Refuse to follow the Customer’s instructions for the rendering of Services if fulfillment thereof leads to a breach of the current legislation of England and Wales or the legislation of the countries within whose territory the Services are rendered;
6.1.2. Suspend or terminate the provision of Services under the Agreement if the Customer fails to fulfill its obligations thereof;
6.1.3. Unilaterally refuse to perform the obligations under the Terms & Conditions by notifying the Customer at least 5 (five) calendar days before the date of termination of the Agreement;
6.1.4. Prolong the term of rendering the Services for the number of days of delay in case the Customer delays provision of necessary information or does not perform certain actions, as stated in clause 7.2 of the Terms & Conditions.
6.2. Garan Agency is obliged to:
6.2.1. Render the Services to the Customer in the extent, at the time, and within the period specified in the Invoice issued by Garan Agency and accepted by the Customer, subject to payment in full and full compliance by the Customer with all the requirements of this Agreement;
6.2.2. Ensure the confidentiality of information provided by the Customer.
6.3. The Customer is entitled to:
6.3.1. Demand efficient provision of the Services from Garan Agency;
6.3.2. The Customer may unilaterally refuse to perform the Agreement by notifying Garan Agency at least 30 (thirty) calendar days before the date of termination. In the event of a unilateral refusal by a Customer (the legal entity) of the performance of the Agreement after the commencement of the performance of the Service by Garan Agency, Garan Agency shall deduct a fine equal to the value of the Services paid for but not rendered due to the Customer’s rejection of the Agreement.
6.4. The Customer is obliged to:
6.4.1. Pay Garan Agency for the Services as set out in the Invoice;
6.4.2. Provide Garan Agency with the information required for the provision of the Services at Garan Agency’s request;
6.4.3. Avoid actions directed at disrupting the correct operation of the software and computer software of Garan Agency and undermining network security;
6.4.4. Ensure the confidentiality of information obtained under these Terms & Conditions or provided by Garan Agency.
6.5. The Parties shall be liable for the failure to perform or improper performance of their obligations under these Terms & Conditions in accordance with the laws of England and Wales.
7. Payment for the Services
7.1. The cost of the Services is approved by Garan Agency and is based on the Garan Agency’s costs and amounts to: 7.1.1. the stated amount in Garan Agency’s price list posted on the Website of Garan Agency (https://garan-agency.com/), or
7.1.2. The agreed-upon amount by the Parties via e-mail, messenger or online chat on the Website of Garan Agency (https://garan-agency.com/).
7.2. Payment for the Services shall be made on the Invoice issued by Garan Agency. The payment for the Services shall be made by non-cash bank transfer based on the payment order / by transfer of funds to Garan Agency’s current account online / by transferring cryptocurrencies to Garan Agency’s account (wallet).
7.3. The Services shall be deemed to be paid for from the moment the money is received in Garan Agency’s account / cryptocurrencies in Garan Agency’s account (wallet).
7.4. The date of the payment is the date when the monetary funds are credited to the bank account of Garan Agency, Garan Agency’s current account online (wallet).
7.5. Any fees, commissions, charges, or other similar expenses charged by banks, including correspondent banks, payment service providers, and other credit and financial institutions, related to the execution of payment obligations under these Terms & Conditions and the Invoice shall be borne by the Customer.
8. Intellectual Property Rights Provisions
8.1. Assignment. In case of creation by Garan Agency in the course of rendering the Services and during direct fulfillment of its obligations under the Agreement, since the Customer accepts, in accordance with section 6 of the Agreement, any of the results of the Services rendered by Garan Agency under the Agreement, the Customer shall acquire the Intellectual Property Rights in respect of the corresponding deliverable in full, including, inter alia, the right for reproduction, distribution of the original or copies through sale or in another way of transferring ownership; renting copies, importation of copies, public performance of an original or copies; other communication to the public; translation, re-work, transmission on the air, across the wire. The Customer’s exclusive right for the Services rendered product extends to the territory of all countries in the world and lasts for the whole period of the relevant Intellectual Property Rights duration. No acceptance certificates or any other additional documents are required for the transfer of the right for the Services rendered product to the Customer.
8.2. The cost of the Intellectual Property Rights for all results of the Services rendering is included in the cost of the Services and is not subject to additional payment.
8.3. Encumbrances. Garan Agency guarantees that the rights with respect to the Services rendered product created by it are not and will not be encumbered by rights of third parties or in any other way. Garan Agency also guarantees that it will not allow any violation of third parties’ rights in the course of Services rendering.
8.4. Third Party Engagement. Garan Agency hereby warrants, represents, and guarantees to the Customer it shall ensure the presence of duly executed employment (work-for-hire) and other agreements (which provide for assignment of all legal rights to Garan Agency) with each employee or contractor of Garan Agency or any third party (subcontractor, freelancer, etc.) hired under a civil-law agreement fully covering the terms and conditions of their Services rendering. If any new staff member or a third party shall be asked to perform any work or service in the course of further work on the Services rendered product, Garan Agency hereby guarantees that prior to commencement of such additional work or service it will execute a mutually signed agreement with such new party, which will provide assignment of all Intellectual Property Rights to Garan Agency.
9. Disclaimer of Warranties and Limitation of Liability
9.1. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED BY GARAN AGENCY TO THE CUSTOMER ON AN “AS IS” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT. GARAN AGENCY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/ OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/ OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, ALL OF WHICH GARAN AGENCY EXPRESSLY DISCLAIMS.
9.2. LIMITATION OF LIABILITY. EXCEPT FOR THE OBLIGATIONS OF INDEMNITY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL GARAN AGENCY BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN AN ACTION OR AGREEMENT, TORT (INCLUDING NEGLIGENCE) EVEN IF THE CUSTOMER WAS NOTIFIED OF THE POSSIBILITY OF DAMAGES.
10. Indemnity and Warranty
10.1. Indemnification. The Customer shall indemnify, defend, and hold harmless Garan Agency, its directors, officers, employees, agents, successors, and assigns (the “Contractor Indemnitees”) from and against any and all claims, damages, expenses, costs (including reasonable attorney’s fees) (collectively, “Liabilities”): brought or asserted by third parties against the Contractor Indemnitees arising out of any claim (a) resulting from the Customer’s breach of any of its obligations under this Agreement (including its representations and warranties), (b) that all Intellectual Property provided by the Customer and incorporated into the Services infringe any Intellectual Property Rights of any third party. The Contractor shall promptly notify the Customer of any such claim; and the Contractor shall reasonably cooperate with the Customer in the settlement or defense of such claim. The Customer shall keep the Contractor informed of, and consult with the Contractor in connection with the progress of such litigation or settlement. The Customer shall not have any right, without the Contractor Indemnitees’ written consent, to settle any such claim unless such settlement includes a full release of the Contractor Indemnitees.
10.2. Non-Sanctioned Status. The Customer warrants that neither the Customer nor any of its executive officers, directors, or any individual, entity, or organization holding any ownership interest or controlling interest in the Customer is an individual, entity, or organization with whom Garan Agency is prohibited from dealing by any law, regulation, or executive order, including, without limitation, names appearing on the UK sanctions list, EU sanctions list, or on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s and Specially Designated Nationals and Blocked Persons List. Furthermore, the Customer understands that if at any time during the terms of the Services, the Customer or any of its executive officers, directors, or any individual, entity, or organization holding any ownership interest or controlling interest in the Customer, is determined to be or for any reason becomes an individual, entity, or organization with whom Garan Agency is prohibited from dealing in accordance with this clause, the Customer shall give immediate written notice to Garan Agency, and Garan Agency shall have the right to terminate this Agreement with immediate effect, without fault or liability. If Garan Agency exercises the termination right described herein, the Customer shall pay Garan Agency for the Services provided prior to the effective date of the termination.
10.3. By fulfilling the conditions and obligations of the Terms & Conditions, each Party represents and warrants to the other that: (a) it has full power, right, and authority to enter into relations under the Terms & Conditions and to carry out its obligations under the Terms & Conditions, and will act in compliance with all laws in performing such obligations, and (b) there are no other agreements, written or oral, with any third party in conflict with the Terms & Conditions.
10.4. Garan Agency shall not violate any law or infringe any Intellectual Property Right or other right of any third party, including, without limitation, any rights of publicity or privacy or other rights, or give rise to any legal claim by any third party within the Services rendering process.
10.5. By fulfilling the conditions and obligations of the Terms & Conditions, the Customer represents and warrants to Garan Agency that there are no actions, proceedings, or claims, pending or threatened against the Parties which may affect the legality, validity, or enforceability of the Terms & Conditions.
11. Miscellaneous
11.1. Entire Agreement; Conflict. Unless otherwise agreed to by Garan Agency and you in writing, the Terms & Conditions (including, without limitation, the terms and conditions set forth herein, Privacy Policy, Refund Policy, and other policies as can be described above) constitutes the entire agreement between Garan Agency and you concerning the subject matter hereof.
11.2. Governing Law. These Terms & Conditions and any use of the Services will be governed by the laws of Florida, USA.
11.3. Jurisdiction. Any claims and notices shall be sent in writing by the Parties by registered mail with notice of delivery. The Party that received the claim undertakes to review and respond to such a claim within 20 (twenty) business days of its receipt. If a claim is rejected, in whole or in part, or the submitting Party does not receive a response within the specified time for its consideration, the submitting Party may apply to the proper Courts of Florida. Each party irrevocably agrees that the Courts of Florida shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms & Conditions.
11.4. Electronic Signatures. Documents executed, scanned, and transmitted electronically and electronic signatures, as well as signatures through the systems Docusign, PandaDoc, and a facsimile signature (reproduced mechanically using clichés) shall be deemed original signatures for purposes of these Terms & Conditions and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.
11.5. For communication and transmission of documents and information with legal effect, Garan Agency will use the following e-mail address: hello@garan-agency.com. E-mails from other addresses within the domain garan-agency.com, including third-level domains (e.g., xxx@garan-agency.com where xxx can be any number of characters), are not permitted. Other e-mail addresses are not permitted.
11.6. Reference. You agree that Garan Agency, its subcontractors, and affiliates may reference you as our customer, and that Garan Agency may reasonably use, on a royalty-free basis, your trademark and/or logo for such purpose.
11.7. Severability. If any part of the Terms & Conditions is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms & Conditions and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.
11.8. Assignment. You may not assign your rights under the Terms & Conditions to any third party without express prior written consent of Garan Agency. Garan Agency may assign its rights under the Terms & Conditions to a third party. In that case, these Terms & Conditions will be binding upon and will inure to the benefit of the third party, their successors, and permitted assignees.
11.9. Force Majeure. Except for payment obligations, neither Garan Agency nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include a failure by a third-party hosting provider or utility provider, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, governmental action, natural disasters, military actions, actions of third parties, the entry into force of laws, regulations, and directives of State bodies and organizations that directly or indirectly prohibit rendering the Services, or other circumstances independent of the will of Garan Agency or the Customer. A Party that has defaulted on an obligation under the Terms & Conditions due to force majeure shall promptly notify the other Party. Such a Party is obliged to prove the existence of force majeure and its effect on the impossibility of proper performance of obligations under these Terms & Conditions.
11.10. Survival. All provisions of the Terms & Conditions by their nature should survive termination, including, without limitation, warranty disclaimers, indemnity provisions, and limitations of liability.
11.11. No Waiver. No failure or delay on the part of either Party in exercising any power, right, or remedy under these Terms & Conditions will operate as a waiver thereof, nor will any single or partial exercise of any such power, right, or remedy preclude any other or further exercise thereof or the exercise of any other power, right, or remedy.
11.12. Refund Policy. The Customer may request a refund no later than 5 calendar days after a payment has been made. Garan Agency is entitled to deduct 7% service fee on said refund. After the 5-day period has elapsed, the payment for the Services becomes non-refundable. The refund request may be denied in the following cases:
a) The Contractor may deny a refund request if evidence of fraud, abuse of refunds, resale of Garan Agency’s services, or other manipulative practices is found;
b) Promotions, upgrades, and changes to existing plans are non-refundable;
c) Violation of refund process.
Refund process:
a) The Customer should contact Garan Agency’s team by email at hello@garan-agency.com with the subject: «Refund request»;
b) The email should be sent from the Customer’s email (used during the payment);
c) The email should include the following information: company name, date of payment, and name of the service.
11.13. Marketing Subscription. Unused hours for the “Marketing Subscription” service are carried over to the next working period only if the subscription is renewed. In the event that the Marketing Subscription Services package is not renewed and there are unused hours remaining, no refund will be provided for the unused hours. The initial period of any Marketing Subscription commences upon the Customer’s acceptance of the work plan or strategy. Upon the expiration of the current period, the subsequent Marketing Subscription period begins automatically on the following day, provided that timely payment has been received. Each successive Marketing Subscription period is calculated accordingly, ensuring that each new period starts immediately after the preceding one.
Garan Agency
2875 NE 191st St, Suite 500AG Aventura, FL 33180
Phone: 866-940-7918
Email: hello@garan-agency.com
Website: garan-agency.com