Terms of Service

    Summary

    What this all means in simple terms

    These terms govern our digital marketing services. Key points include:

    • Service Commitment: We provide digital marketing services as outlined in your agreement for a minimum one-year term
    • Payment: Monthly payments are required, with late fees for overdue payments. No refunds or chargebacks allowed
    • Ownership: You own the work we create for you after full payment, but we keep our background intellectual property
    • Termination: Early termination requires paying the remaining contract amount. We can terminate for non-payment
    • Liability: Our liability is limited to the fees you've paid us. No guarantees on specific marketing outcomes
    • Virginia Law: These terms are governed by Virginia state law with disputes handled in Norfolk, VA courts

    Revita Digital Terms of Service

    Last Modified: August 9, 2025

    These Terms of Service ("Terms") represent a binding agreement between Grind Flame, LLC, a Virginia limited liability company doing business as Revita Digital ("Revita," "Company," "we," or "us"), and the client ("Client" or "you"). This Agreement is effective as of the date the Digital Marketing Agreement is signed by you (the "Effective Date").

    Together, these Terms and the Digital Marketing Agreement (collectively, the "Agreement") govern your use of our services. This includes access to our website, gorevita.com (the "Website"), website hosting, software applications, online platforms, and all other services outlined in your Digital Marketing Agreement (collectively, the "Services"). The Digital Marketing Agreement and any related service agreements are considered part of this binding contract.

    The Agreement

    1. Service Provision & Scope

    We agree to perform the Services for you as described in the Digital Marketing Agreement. Should you and we agree to additional services in the future, a new Digital Marketing Agreement will be executed, which will automatically be incorporated into this Agreement. In the event of any conflict, the most recent Digital Marketing Agreement will take precedence over these Terms.

    2. Independent Contractor Relationship

    Both parties agree that our relationship is that of an independent contractor, not an employer-employee relationship. We are not creating a partnership or joint venture. Each party is solely responsible for its own taxes, including but not limited to federal, state, and local income taxes, as well as business taxes and licensing fees.

    3. Payments, Invoicing & Fees

    3.1. Compensation. You agree to pay us the fees detailed in the Digital Marketing Agreement (the "Fee"). The Fee covers the entire Minimum Commitment period and any additional project amounts. The Fee will be billed in equal, consecutive monthly installments. If this Agreement is terminated early, any unpaid portion of the Fee for the remainder of the term becomes immediately due.

    We reserve the right to adjust the Fee at the start of any Renewal Term. If you don't accept the new Fee, you have the right to terminate this Agreement by providing written notice at least thirty (30) days before the end of the current term.

    3.2. Expenses. With your prior written or electronic consent, we may cover various expenses on your behalf related to the Services ("Expenses"). You agree to reimburse us for these Expenses, along with an administrative fee of eight percent (8.00%) applied to the total amount of the Expenses. The Fee, Expenses, and administrative fee are collectively referred to as "Compensation."

    3.3. Invoicing and Late Payments. We will send you a monthly invoice on the Effective Date and on the same day each month thereafter. You must pay this Compensation via ACH, check, or credit/debit card on the invoice date. If payment is not received within seven (7) calendar days of the invoice date, you will incur a one-time late fee of $69.00 and a late charge of 20% per annum on the outstanding balance.

    3.4. No Payment Disputes. You understand that all payments made to us are non-refundable and cannot be challenged or charged back. A chargeback is a material breach of this Agreement. If you initiate a chargeback, you will be liable for all costs, fees, and attorneys' fees we incur in responding to the dispute, in addition to the amount challenged.

    4. Intellectual Property

    4.1. Definitions.

    Background IP is any intellectual property a party owned before the Effective Date, or that was developed independently of this Agreement.

    Developed IP is any intellectual property created by either party while performing the Services for you.

    Work Product refers to all Developed IP, including software, documentation, and source code.

    4.2. Ownership of Work Product. Upon receiving full payment for the Services, you will own all right, title, and interest in the Work Product created as part of the Services. This explicitly excludes any of our Background IP. All Background IP remains the property of the party who owns it.

    4.3. Licenses. If our Background IP is integrated into or necessary for the use of your Work Product, we grant you a perpetual, non-exclusive, royalty-free, worldwide license to use that Background IP solely in connection with the Work Product. Similarly, you grant us a perpetual, non-exclusive, royalty-free, worldwide license to your Background IP, for the duration of this Agreement, for the sole purpose of performing the Services.

    4.4. Client-Provided Content. You are fully responsible for ensuring that all content you provide to us complies with copyright laws. You assume all liability for any infringement claims resulting from such content.

    5. Term and Termination

    5.1. Term and Renewal. This Agreement begins on the Effective Date and lasts for one (1) year unless otherwise specified as the "Minimum Term" in your Digital Marketing Agreement. After the Minimum Term, the Agreement will automatically renew for subsequent one-year periods (each a "Renewal Term") unless either party provides written notice of termination at least sixty (60) days before the end of the current term.

    5.2. Termination for Cause. We may immediately terminate this Agreement with written notice if you: (a) fail to pay any Compensation or Late Fee within five (5) business days of its due date; or (b) fail to provide us with access to any accounts, data, or systems we deem necessary to perform the Services.

    5.3. Early Termination Fee. If you terminate this Agreement for a reason other than what is explicitly allowed, you agree to pay an accelerated fee equal to the monthly Fee multiplied by the number of remaining months in the current term. This fee is a reasonable estimate of our damages.

    6. Confidentiality and Indemnification

    6.1. Confidential Information. Both parties may have access to the other's confidential business information, including data, marketing strategies, technology, and client lists ("Confidential Information"). You and we agree to use this information only for the purpose of this Agreement and to protect it with a reasonable degree of care.

    6.2. Indemnification. Each party agrees to defend, indemnify, and hold the other harmless from any claims, liabilities, or costs (including reasonable attorneys' fees) arising from the use of content or Background IP provided by that party that infringes on a third party's intellectual property rights or violates any law.

    7. Limitations of Liability & Disclaimers

    THE SERVICES AND ALL WORK PRODUCT ARE PROVIDED TO YOU "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE OUTCOMES OF THE SERVICES.

    OUR TOTAL LIABILITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, REGARDLESS OF THE CAUSE, WILL NOT EXCEED THE FEES YOU HAVE PAID US. WE ARE NOT LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF WE WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

    8. General Provisions

    8.1. Notices. All formal notices must be in writing and sent to the addresses in the Digital Marketing Agreement via certified mail, courier, or email. Email notices are only valid if the recipient confirms receipt.

    8.2. Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia. Both parties agree to the exclusive jurisdiction and venue of the state and federal courts in Norfolk, Virginia.

    8.3. Entire Agreement. This Agreement, including the Digital Marketing Agreement, constitutes the entire understanding between the parties and supersedes all prior agreements and discussions.

    8.4. Assignment. You may not assign your rights or duties under this Agreement without our prior written consent. We may assign our rights and duties to any third party by providing you with written notice.

    8.5. Force Majeure. Neither party is liable for a delay or failure to perform an obligation due to circumstances beyond their control (e.g., natural disasters, war, or pandemics). However, this clause does not excuse the obligation to pay money. If such an event lasts more than 120 days, either party may terminate this Agreement.

    8.6. Promotion. We may reference you as a client. However, neither party may use the other's name, logos, or trademarks in promotional materials without the other's explicit written consent.