TERMS OF SERVICE
1. ACCEPTANCE OF TERMS
These Terms of Service ("Terms") are a legal agreement between you and Garnier DM LLC, a Colorado limited liability company ("Garnier DM," "Company," "we," "us," or "our").
These Terms govern your use of https://garnier.us.com (the "Website") and professional services provided by Garnier DM LLC, except where a separately executed written agreement expressly provides different controlling terms.
By accessing the Website, submitting a service request, approving a proposal or statement of work, paying an invoice, or using our services, you agree to these Terms.
If you act for a company or organization, you represent that you have authority to bind it. "You" and "Client" then include that organization.
2. SERVICES
Garnier DM LLC is an independent digital marketing and marketing consulting business organized in Colorado.
Services may include marketing strategy and consulting, brand and campaign strategy, digital advertising strategy and campaign support, social media management, SEO, content strategy and content marketing, marketing analytics and reporting, market and audience research, campaign planning and optimization, and related professional marketing services agreed in writing.
Exact services, deliverables, fees, timing, and responsibilities may be described in a proposal, invoice, service agreement, statement of work ("SOW"), or other written project confirmation.
3. NO GUARANTEE OF MARKETING RESULTS
Marketing performance is affected by factors outside our control, including market conditions, competition, platform algorithms, advertising policies, client products and services, pricing, budgets, customer behavior, website performance, brand reputation, and seasonality.
Unless expressly stated in a signed written agreement, Garnier DM LLC does not guarantee a specific number of leads, sales, customers, or conversions; a particular return on investment or advertising spend; a specific search ranking; approval of advertisements by third-party platforms; a particular number of social media followers or engagements; or any specific financial or business outcome.
Projections, estimates, forecasts, benchmarks, and examples are informational and are not guarantees of future results.
4. PROPOSALS AND STATEMENTS OF WORK
A project may be documented through a proposal, SOW, invoice, order confirmation, email confirmation, or separate service agreement.
Project documents may identify services, deliverables, scope, milestones, estimated timelines, fees, payment schedule, client responsibilities, revision limits, and other project-specific terms.
If a project-specific written agreement conflicts with these Terms, the project-specific agreement controls only to the extent of the express conflict.
5. CLIENT RESPONSIBILITIES
The Client agrees to provide accurate information, identify authorized contacts, respond to requests for approvals and feedback, provide required materials and account access, obtain necessary rights and permissions for Client Materials, maintain lawful products and business practices, comply with applicable advertising and privacy laws, comply with third-party platform terms, and pay fees when due.
Client delays may affect timelines and project availability. Garnier DM LLC is not responsible for delays caused by the Client's failure to provide timely information, materials, access, approvals, or decisions.
6. CLIENT MATERIALS
"Client Materials" include content, trademarks, logos, images, videos, data, documents, account information, advertising claims, and other materials provided or made available by the Client.
The Client retains ownership of Client Materials and grants Garnier DM LLC a limited, non-exclusive license to use, reproduce, modify, format, and process Client Materials as reasonably necessary to perform requested services.
The Client represents that it has all rights, licenses, consents, and permissions necessary for our use of Client Materials.
We may refuse to use materials we reasonably believe are unlawful, infringing, deceptive, fraudulent, or inconsistent with third-party platform requirements.
7. SCOPE CHANGES
Fees and timelines are based on the agreed scope. A request that materially changes deliverables, strategy, volume, channels, integrations, deadlines, or project requirements may be treated as a scope change.
We may provide a revised estimate, issue an additional invoice, revise the timeline, or require an amended SOW. We are not required to perform out-of-scope work until applicable terms are agreed.
8. TIMELINES AND DELAYS
Unless expressly guaranteed in a signed agreement, project dates are good-faith estimates.
Timelines may be adjusted due to Client delays, scope changes, delayed third-party approvals, platform outages or restrictions, force majeure events, or technical issues outside our reasonable control.
If a Client becomes unresponsive, we may pause the project and reschedule remaining work based on then-current availability.
9. REVISIONS AND APPROVALS
Revision rights, if any, may be stated in the applicable proposal or SOW.
A revision generally means a reasonable modification to an existing deliverable within the agreed scope. A new concept, new deliverable, or material change to previously approved requirements may constitute additional work.
The Client is responsible for reviewing deliverables before approval, publication, or launch. Approval may be given electronically. Changes requested after approval or publication may be billable.
10. FEES AND PAYMENT
Fees are stated in U.S. Dollars unless otherwise specified.
Unless otherwise agreed in writing, payment is due before the applicable services begin. Ongoing or custom projects may use deposits, recurring fees, milestone payments, retainers, or other payment schedules stated in project documents.
Payments may be processed through Stripe or another payment provider made available by Garnier DM LLC. The Client authorizes the applicable provider to process payment information submitted in connection with a transaction.
We may suspend or postpone work for overdue balances.
11. INVOICES AND BILLING
The Client agrees to provide accurate billing information and promptly notify us of material changes.
Electronic invoices and receipts may be sent to the Client's email address. The Client should contact us promptly if it reasonably believes an invoice contains an error.
12. FAILED OR LATE PAYMENTS
If a payment is declined, reversed, or not received when due, we may pause services and request an alternative payment method.
To the extent permitted by law and stated in an applicable agreement, overdue amounts may be subject to reasonable collection costs or late charges.
13. PAYMENT DISPUTES AND CHARGEBACKS
If you believe a charge is incorrect, duplicated, unauthorized, or inconsistent with an applicable agreement, contact support@garnierdm.com promptly so we can review the matter.
Nothing in these Terms eliminates a non-waivable right under applicable law or payment network rules.
We may provide payment processors, financial institutions, or payment networks with contracts, invoices, communications, project records, delivery records, and other relevant information when responding to a payment dispute or investigating suspected fraud.
14. REFUNDS AND CANCELLATIONS
Refunds and cancellations are governed by the Refund & Cancellation Policy published on the Website and any project-specific written agreement.
Because we provide customized professional services, refund eligibility may depend on work performed, time reserved, third-party costs, deliverables provided, and the project stage.
15. THIRD-PARTY COSTS AND ADVERTISING SPEND
Unless expressly included in a written project fee, third-party expenses are separate from Garnier DM LLC's professional service fees.
Third-party expenses may include advertising spend, software subscriptions, hosting, domains, stock media, licensed assets, platform fees, printing, and approved external vendor costs.
Advertising budgets paid directly to an advertising platform are not professional fees paid to Garnier DM LLC unless expressly stated otherwise.
Third-party fees are subject to the applicable provider's terms and refund policies.
16. THIRD-PARTY PLATFORMS
Our services may involve search engines, social networks, advertising systems, analytics providers, website systems, and software services.
We do not own or control third-party platforms and are not responsible for platform outages, algorithm or policy changes, account suspensions, advertisement rejection, loss of platform functionality, pricing changes, or other acts or omissions of third-party providers.
We may assist with platform matters within the agreed scope, but we do not guarantee that a third party will approve, restore, or maintain an account, campaign, advertisement, listing, or feature.
17. INTELLECTUAL PROPERTY
Garnier DM LLC retains ownership of pre-existing materials, methods, know-how, processes, templates, tools, systems, internal documentation, reusable frameworks, and general marketing expertise ("Company Materials").
Ownership or license rights in custom deliverables may be stated in the applicable SOW or service agreement.
Unless a project document states otherwise, after full payment of all amounts due for the project, the Client receives a non-exclusive, perpetual license to use final custom deliverables created specifically for the Client for the Client's internal business and marketing purposes.
Drafts, rejected concepts, internal working files, and Company Materials remain the property of Garnier DM LLC unless expressly transferred in writing.
Third-party materials remain subject to the rights and restrictions of the applicable owner or provider.
18. CONFIDENTIALITY
Each party may receive non-public business, technical, financial, strategic, or operational information from the other party ("Confidential Information").
The receiving party will use reasonable care to protect Confidential Information and use it only for the applicable business relationship, except as authorized or required by law.
Confidential Information does not include information lawfully known without confidentiality restrictions, information that becomes public through no breach, information lawfully received from a third party without a confidentiality duty, or information independently developed without use of the other party's Confidential Information.
19. PRIVACY AND DATA PROTECTION
Our Website privacy practices are described in our Privacy Policy.
The Client is responsible for its own privacy notices, consents, data collection, and legal obligations relating to the Client's customers, users, prospects, and personnel.
If a project requires processing regulated personal data on behalf of a Client in a manner requiring a separate data processing agreement, the parties may enter into an appropriate agreement.
20. PROHIBITED ACTIVITIES
You may not use the Website or our services to facilitate unlawful, fraudulent, deceptive, abusive, or infringing activity.
You may not interfere with Website security, attempt unauthorized system access, transmit malicious code, impersonate another person or organization, submit information you are not authorized to provide, request knowingly false or deceptive marketing claims, infringe intellectual property rights, or request conduct we reasonably believe violates law or third-party platform requirements.
We may refuse, pause, or terminate work involving suspected unlawful or prohibited activity.
21. WEBSITE CONTENT
Website content is provided for general informational purposes and may be updated or removed without notice.
Except for a specific written professional engagement, Website content does not constitute legal, tax, accounting, investment, or financial advice.
22. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
GARNIER DM LLC DISCLAIMS WARRANTIES NOT EXPRESSLY STATED IN A SIGNED WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT A PARTICULAR MARKETING RESULT WILL BE ACHIEVED.
23. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GARNIER DM LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATING TO THE WEBSITE OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GARNIER DM LLC'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR SERVICE OR PROJECT WILL NOT EXCEED THE PROFESSIONAL SERVICE FEES ACTUALLY PAID TO GARNIER DM LLC FOR THE SERVICE OR PROJECT GIVING RISE TO THE CLAIM DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations do not apply to liability that cannot lawfully be excluded or limited.
24. INDEMNIFICATION
To the extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Garnier DM LLC and its members, personnel, contractors, and agents from third-party claims, damages, liabilities, judgments, and reasonable costs arising from Client Materials; the Client's products, services, business practices, or advertising claims; the Client's violation of law; infringement of third-party rights; unauthorized use of third-party accounts, data, or content; or the Client's material breach of these Terms.
25. SUSPENSION AND TERMINATION
We may suspend services if payment is overdue, the Client materially breaches an agreement, continued work may violate law or third-party rules, we reasonably suspect fraud or unauthorized activity, required Client cooperation is not provided, or continued performance presents a material security or operational risk.
Termination does not eliminate accrued payment obligations or provisions that by their nature should survive termination.
26. FORCE MAJEURE
Garnier DM LLC is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, civil unrest, labor disruptions, epidemics, pandemics, governmental actions, power failures, Internet or telecommunications failures, cyber incidents affecting third parties, or major third-party platform outages.
27. ELECTRONIC COMMUNICATIONS
You consent to receive business communications electronically, including by email and Website notice.
Electronic communications may satisfy legal requirements that communications be in writing to the extent permitted by applicable law.
28. GOVERNING LAW
These Terms and disputes arising from them are governed by the laws of the State of Colorado, without regard to conflict-of-law principles, except to the extent federal or other mandatory law applies.
29. GOOD-FAITH DISPUTE PROCESS
Before filing a legal action concerning professional services, the parties agree to make a good-faith effort to resolve the dispute informally.
The initiating party should provide written notice describing the dispute and requested resolution. The parties will have 30 days after receipt to attempt an informal resolution unless they agree to another period.
This section does not prevent a party from seeking emergency injunctive relief where reasonably necessary to protect confidential information, intellectual property, security, or other rights requiring immediate equitable relief.
30. VENUE
Subject to an enforceable project-specific dispute resolution agreement, judicial proceedings arising from these Terms will be brought in a state or federal court with jurisdiction in Denver, Colorado, except where applicable law requires otherwise.
31. SEVERABILITY AND WAIVER
If a provision is held unenforceable, it will be enforced to the maximum extent permitted or modified to reflect the parties' intent as closely as legally permitted. Remaining provisions will continue in effect.
A failure to enforce a provision is not a waiver of the right to enforce it later.
32. ENTIRE AGREEMENT
These Terms, the Privacy Policy, the Refund & Cancellation Policy, and applicable proposals, SOWs, service agreements, or incorporated written terms constitute the agreement concerning the applicable subject matter.
A signed project-specific agreement may supplement or modify these Terms as expressly stated.
33. CHANGES TO THESE TERMS
We may update these Terms. Revised Terms will be posted on the Website with an updated "Last Updated" date.
Changes do not retroactively alter a signed project agreement unless the parties agree otherwise or applicable law permits the change.
34. CONTACT
Garnier DM LLC
1055 N Logan St, Apt 901 Denver, Colorado 80203 United States
Email: support@garnierdm.com
Phone: 720-978-5602
Website: https://garnier.us.com
These Terms of Service ("Terms") are a legal agreement between you and Garnier DM LLC, a Colorado limited liability company ("Garnier DM," "Company," "we," "us," or "our").
These Terms govern your use of https://garnier.us.com (the "Website") and professional services provided by Garnier DM LLC, except where a separately executed written agreement expressly provides different controlling terms.
By accessing the Website, submitting a service request, approving a proposal or statement of work, paying an invoice, or using our services, you agree to these Terms.
If you act for a company or organization, you represent that you have authority to bind it. "You" and "Client" then include that organization.
2. SERVICES
Garnier DM LLC is an independent digital marketing and marketing consulting business organized in Colorado.
Services may include marketing strategy and consulting, brand and campaign strategy, digital advertising strategy and campaign support, social media management, SEO, content strategy and content marketing, marketing analytics and reporting, market and audience research, campaign planning and optimization, and related professional marketing services agreed in writing.
Exact services, deliverables, fees, timing, and responsibilities may be described in a proposal, invoice, service agreement, statement of work ("SOW"), or other written project confirmation.
3. NO GUARANTEE OF MARKETING RESULTS
Marketing performance is affected by factors outside our control, including market conditions, competition, platform algorithms, advertising policies, client products and services, pricing, budgets, customer behavior, website performance, brand reputation, and seasonality.
Unless expressly stated in a signed written agreement, Garnier DM LLC does not guarantee a specific number of leads, sales, customers, or conversions; a particular return on investment or advertising spend; a specific search ranking; approval of advertisements by third-party platforms; a particular number of social media followers or engagements; or any specific financial or business outcome.
Projections, estimates, forecasts, benchmarks, and examples are informational and are not guarantees of future results.
4. PROPOSALS AND STATEMENTS OF WORK
A project may be documented through a proposal, SOW, invoice, order confirmation, email confirmation, or separate service agreement.
Project documents may identify services, deliverables, scope, milestones, estimated timelines, fees, payment schedule, client responsibilities, revision limits, and other project-specific terms.
If a project-specific written agreement conflicts with these Terms, the project-specific agreement controls only to the extent of the express conflict.
5. CLIENT RESPONSIBILITIES
The Client agrees to provide accurate information, identify authorized contacts, respond to requests for approvals and feedback, provide required materials and account access, obtain necessary rights and permissions for Client Materials, maintain lawful products and business practices, comply with applicable advertising and privacy laws, comply with third-party platform terms, and pay fees when due.
Client delays may affect timelines and project availability. Garnier DM LLC is not responsible for delays caused by the Client's failure to provide timely information, materials, access, approvals, or decisions.
6. CLIENT MATERIALS
"Client Materials" include content, trademarks, logos, images, videos, data, documents, account information, advertising claims, and other materials provided or made available by the Client.
The Client retains ownership of Client Materials and grants Garnier DM LLC a limited, non-exclusive license to use, reproduce, modify, format, and process Client Materials as reasonably necessary to perform requested services.
The Client represents that it has all rights, licenses, consents, and permissions necessary for our use of Client Materials.
We may refuse to use materials we reasonably believe are unlawful, infringing, deceptive, fraudulent, or inconsistent with third-party platform requirements.
7. SCOPE CHANGES
Fees and timelines are based on the agreed scope. A request that materially changes deliverables, strategy, volume, channels, integrations, deadlines, or project requirements may be treated as a scope change.
We may provide a revised estimate, issue an additional invoice, revise the timeline, or require an amended SOW. We are not required to perform out-of-scope work until applicable terms are agreed.
8. TIMELINES AND DELAYS
Unless expressly guaranteed in a signed agreement, project dates are good-faith estimates.
Timelines may be adjusted due to Client delays, scope changes, delayed third-party approvals, platform outages or restrictions, force majeure events, or technical issues outside our reasonable control.
If a Client becomes unresponsive, we may pause the project and reschedule remaining work based on then-current availability.
9. REVISIONS AND APPROVALS
Revision rights, if any, may be stated in the applicable proposal or SOW.
A revision generally means a reasonable modification to an existing deliverable within the agreed scope. A new concept, new deliverable, or material change to previously approved requirements may constitute additional work.
The Client is responsible for reviewing deliverables before approval, publication, or launch. Approval may be given electronically. Changes requested after approval or publication may be billable.
10. FEES AND PAYMENT
Fees are stated in U.S. Dollars unless otherwise specified.
Unless otherwise agreed in writing, payment is due before the applicable services begin. Ongoing or custom projects may use deposits, recurring fees, milestone payments, retainers, or other payment schedules stated in project documents.
Payments may be processed through Stripe or another payment provider made available by Garnier DM LLC. The Client authorizes the applicable provider to process payment information submitted in connection with a transaction.
We may suspend or postpone work for overdue balances.
11. INVOICES AND BILLING
The Client agrees to provide accurate billing information and promptly notify us of material changes.
Electronic invoices and receipts may be sent to the Client's email address. The Client should contact us promptly if it reasonably believes an invoice contains an error.
12. FAILED OR LATE PAYMENTS
If a payment is declined, reversed, or not received when due, we may pause services and request an alternative payment method.
To the extent permitted by law and stated in an applicable agreement, overdue amounts may be subject to reasonable collection costs or late charges.
13. PAYMENT DISPUTES AND CHARGEBACKS
If you believe a charge is incorrect, duplicated, unauthorized, or inconsistent with an applicable agreement, contact support@garnierdm.com promptly so we can review the matter.
Nothing in these Terms eliminates a non-waivable right under applicable law or payment network rules.
We may provide payment processors, financial institutions, or payment networks with contracts, invoices, communications, project records, delivery records, and other relevant information when responding to a payment dispute or investigating suspected fraud.
14. REFUNDS AND CANCELLATIONS
Refunds and cancellations are governed by the Refund & Cancellation Policy published on the Website and any project-specific written agreement.
Because we provide customized professional services, refund eligibility may depend on work performed, time reserved, third-party costs, deliverables provided, and the project stage.
15. THIRD-PARTY COSTS AND ADVERTISING SPEND
Unless expressly included in a written project fee, third-party expenses are separate from Garnier DM LLC's professional service fees.
Third-party expenses may include advertising spend, software subscriptions, hosting, domains, stock media, licensed assets, platform fees, printing, and approved external vendor costs.
Advertising budgets paid directly to an advertising platform are not professional fees paid to Garnier DM LLC unless expressly stated otherwise.
Third-party fees are subject to the applicable provider's terms and refund policies.
16. THIRD-PARTY PLATFORMS
Our services may involve search engines, social networks, advertising systems, analytics providers, website systems, and software services.
We do not own or control third-party platforms and are not responsible for platform outages, algorithm or policy changes, account suspensions, advertisement rejection, loss of platform functionality, pricing changes, or other acts or omissions of third-party providers.
We may assist with platform matters within the agreed scope, but we do not guarantee that a third party will approve, restore, or maintain an account, campaign, advertisement, listing, or feature.
17. INTELLECTUAL PROPERTY
Garnier DM LLC retains ownership of pre-existing materials, methods, know-how, processes, templates, tools, systems, internal documentation, reusable frameworks, and general marketing expertise ("Company Materials").
Ownership or license rights in custom deliverables may be stated in the applicable SOW or service agreement.
Unless a project document states otherwise, after full payment of all amounts due for the project, the Client receives a non-exclusive, perpetual license to use final custom deliverables created specifically for the Client for the Client's internal business and marketing purposes.
Drafts, rejected concepts, internal working files, and Company Materials remain the property of Garnier DM LLC unless expressly transferred in writing.
Third-party materials remain subject to the rights and restrictions of the applicable owner or provider.
18. CONFIDENTIALITY
Each party may receive non-public business, technical, financial, strategic, or operational information from the other party ("Confidential Information").
The receiving party will use reasonable care to protect Confidential Information and use it only for the applicable business relationship, except as authorized or required by law.
Confidential Information does not include information lawfully known without confidentiality restrictions, information that becomes public through no breach, information lawfully received from a third party without a confidentiality duty, or information independently developed without use of the other party's Confidential Information.
19. PRIVACY AND DATA PROTECTION
Our Website privacy practices are described in our Privacy Policy.
The Client is responsible for its own privacy notices, consents, data collection, and legal obligations relating to the Client's customers, users, prospects, and personnel.
If a project requires processing regulated personal data on behalf of a Client in a manner requiring a separate data processing agreement, the parties may enter into an appropriate agreement.
20. PROHIBITED ACTIVITIES
You may not use the Website or our services to facilitate unlawful, fraudulent, deceptive, abusive, or infringing activity.
You may not interfere with Website security, attempt unauthorized system access, transmit malicious code, impersonate another person or organization, submit information you are not authorized to provide, request knowingly false or deceptive marketing claims, infringe intellectual property rights, or request conduct we reasonably believe violates law or third-party platform requirements.
We may refuse, pause, or terminate work involving suspected unlawful or prohibited activity.
21. WEBSITE CONTENT
Website content is provided for general informational purposes and may be updated or removed without notice.
Except for a specific written professional engagement, Website content does not constitute legal, tax, accounting, investment, or financial advice.
22. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
GARNIER DM LLC DISCLAIMS WARRANTIES NOT EXPRESSLY STATED IN A SIGNED WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT A PARTICULAR MARKETING RESULT WILL BE ACHIEVED.
23. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GARNIER DM LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATING TO THE WEBSITE OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GARNIER DM LLC'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR SERVICE OR PROJECT WILL NOT EXCEED THE PROFESSIONAL SERVICE FEES ACTUALLY PAID TO GARNIER DM LLC FOR THE SERVICE OR PROJECT GIVING RISE TO THE CLAIM DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations do not apply to liability that cannot lawfully be excluded or limited.
24. INDEMNIFICATION
To the extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Garnier DM LLC and its members, personnel, contractors, and agents from third-party claims, damages, liabilities, judgments, and reasonable costs arising from Client Materials; the Client's products, services, business practices, or advertising claims; the Client's violation of law; infringement of third-party rights; unauthorized use of third-party accounts, data, or content; or the Client's material breach of these Terms.
25. SUSPENSION AND TERMINATION
We may suspend services if payment is overdue, the Client materially breaches an agreement, continued work may violate law or third-party rules, we reasonably suspect fraud or unauthorized activity, required Client cooperation is not provided, or continued performance presents a material security or operational risk.
Termination does not eliminate accrued payment obligations or provisions that by their nature should survive termination.
26. FORCE MAJEURE
Garnier DM LLC is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, civil unrest, labor disruptions, epidemics, pandemics, governmental actions, power failures, Internet or telecommunications failures, cyber incidents affecting third parties, or major third-party platform outages.
27. ELECTRONIC COMMUNICATIONS
You consent to receive business communications electronically, including by email and Website notice.
Electronic communications may satisfy legal requirements that communications be in writing to the extent permitted by applicable law.
28. GOVERNING LAW
These Terms and disputes arising from them are governed by the laws of the State of Colorado, without regard to conflict-of-law principles, except to the extent federal or other mandatory law applies.
29. GOOD-FAITH DISPUTE PROCESS
Before filing a legal action concerning professional services, the parties agree to make a good-faith effort to resolve the dispute informally.
The initiating party should provide written notice describing the dispute and requested resolution. The parties will have 30 days after receipt to attempt an informal resolution unless they agree to another period.
This section does not prevent a party from seeking emergency injunctive relief where reasonably necessary to protect confidential information, intellectual property, security, or other rights requiring immediate equitable relief.
30. VENUE
Subject to an enforceable project-specific dispute resolution agreement, judicial proceedings arising from these Terms will be brought in a state or federal court with jurisdiction in Denver, Colorado, except where applicable law requires otherwise.
31. SEVERABILITY AND WAIVER
If a provision is held unenforceable, it will be enforced to the maximum extent permitted or modified to reflect the parties' intent as closely as legally permitted. Remaining provisions will continue in effect.
A failure to enforce a provision is not a waiver of the right to enforce it later.
32. ENTIRE AGREEMENT
These Terms, the Privacy Policy, the Refund & Cancellation Policy, and applicable proposals, SOWs, service agreements, or incorporated written terms constitute the agreement concerning the applicable subject matter.
A signed project-specific agreement may supplement or modify these Terms as expressly stated.
33. CHANGES TO THESE TERMS
We may update these Terms. Revised Terms will be posted on the Website with an updated "Last Updated" date.
Changes do not retroactively alter a signed project agreement unless the parties agree otherwise or applicable law permits the change.
34. CONTACT
Garnier DM LLC
1055 N Logan St, Apt 901 Denver, Colorado 80203 United States
Email: support@garnierdm.com
Phone: 720-978-5602
Website: https://garnier.us.com
