This Service Agreement (hereinafter “Agreement”) constitutes a legally binding agreement between Floresta Creative LLC (hereinafter “Floresta”) and the client (hereinafter “Client”) with regard to creative services (hereinafter “Work”, "Works") Floresta provides for the Client.
By making a payment for any services provided by Floresta, the Client acknowledges, understands, and agrees to be bound by this Agreement.
Payment for a project serves as explicit acceptance of this Agreement, and no separate signed contract is required for it to be legally enforceable. If the Client does not agree to this Agreement, they should not proceed with payment or engage Floresta’s services.
2. Modifications
Last updated 2025.02
Floresta reserves the right to update or modify this Agreement at any time. Clients will be notified of any changes via email and the most current version will always be available on Floresta’s website at www.florestacreative.com.
The Client’s continued engagement with Floresta, including payment for new projects, constitutes acceptance of any updated Agreement.
3. Scope of Services
Last updated 2025.02
Floresta provides Works on a per-project basis, with each project’s specific scope defined in a written agreement. For the purposes outlined in any section of this Agreement, a “written agreement” includes, but is not limited to:
An email confirmation where both parties acknowledge and accept the scope of the Work.
A proposal agreed upon by the Client.
A physical contract signed by both parties.
A digital contract e-signed by both parties.
The Client acknowledges that any delivery dates provided by Floresta in a proposal are educated estimates and not guarantees.
This Agreement does not constitute a commitment for future work beyond the agreed-upon Work(s). Floresta reserves the right to decline additional requests or provide separate estimates for additional work.
Unless otherwise agreed to in writing, the Client acknowledges that Floresta is not responsible for these deliverables or services:
Floresta does not provide working files or source documents, including but not limited to layered .PSD files, layered .AI files, Figma files, or export & duplication access to any shared Figma prototypes.
Floresta is not responsible for creating content that falls outside its expertise, causes significant project delays, impacts agreed-upon deadlines, or is in any way deemed out of the agreed-upon scope(s). This includes, but is not limited to: custom detailed illustration, photography, and videography.
Floresta does not purchase website domains, make payments to domain registrars on the Client’s behalf, or assume any financial responsibility for the Client’s domain(s).
Floresta is not ultimately responsible for incidental or recurring costs related to the production of the Work, including but not limited to: third-party fonts, website hosting fees, website apps and plug-ins, and 3rd party integrations.
4. Responsibilities
Last updated 2025.02
Floresta agrees to the following responsibilities and obligations:
Floresta will obtain approval from the Client before making any content publicly available. This includes, but is not limited to, sending emails to any of the Client’s email subscribers on behalf of the Client, publishing new pages to the Client’s website, or posting on the Client’s social media page as the Client.
Floresta will obtain approval from the Client to bill the Client for any additional expenses incurred in the creation of the Work.
Floresta will communicate regularly with the Client to provide updates on the progress of the Work and promptly address any issues or discrepancies identified by the Client during the course of the Work.
Floresta will, to the best of their ability, meet all deadlines and deliver high-quality work that meets the agreed-upon quality standards and specifications.
Floresta will comply with all relevant laws and regulations in performing the Work.
The Client agrees to the following responsibilities and obligations:
The Client agrees to make all payments to Floresta as specified by this Agreement.
The Client will provide Floresta with all information, materials, and access relevant to performance of the Work.
The Client warrants that all information and materials provided to Floresta are accurate, complete, and up-to-date. Materials may include, but are not limited to: account access, analytics information, sales data, images, videos, brand assets, and product roadmaps.
The Client will review and provide feedback on deliverables within five (5) business days of receipt.
If the Client requires additional time to review and provide feedback, they must notify Floresta in writing within the initial two (2) business days of receipt and provide a new deadline by which feedback will be submitted.
The Client will notify Floresta in writing once all feedback is provided. Floresta has the right to ignore any feedback provided after this notice.
5. Payment & Fees
Last updated 2025.02
The Client agrees to pay Floresta all fees specified in a written agreement acknowledged by both parties prior to the start of the Work.
Work will only begin after payment of the first invoice. Subsequent payments must follow the payment schedule outlined in a written agreement acknowledged and accepted by both parties.
Floresta will issue invoices to the Client for the amounts due. Invoices shall be paid by the Client within fifteen (15) calendar days of receipt.
If the Client cannot pay the invoice within the given timeframe, the Client must notify Floresta in writing within five (5) business days of receipt of the invoice and provide a new due date by which payment will be made, up to a maximum of thirty-five (35) calendar days after receipt of the invoice.
Payments not received within five (5) calendar days after the due date will incur a late fee of 2% per calendar week, accruing up to a maximum of 50% of the total outstanding balance until the payment is made in full.
In the event of an overdue invoice, Floresta reserves the right to pause its obligations to the Client until payment is received, or terminate its obligations entirely.
Floresta's choice to terminate does not waive the Client’s payment obligations, and the Client remains responsible for any outstanding balances, including accrued late fees and costs associated with work completed up to the termination date.
The Client agrees to reimburse Floresta for any pre-approved expenses incurred in the creation of the Work, including but not limited to travel, materials, software, and 3rd party services.
Such expenses will be billed separately or included in the next scheduled invoice.
Floresta does not accept payment via checks, cash payments, or peer-to-peer payment services, such as Venmo, CashApp, or Zelle.
All payments made to Floresta are non-refundable unless otherwise specified in writing.
Floresta reserves the right to modify its pricing for future service offerings at its discretion. The Client acknowledges that the cost of identical or similar Work commissioned at a later date may differ from prior pricing.
6. Ownership & Rights Transfer
Last updated 2025.02
Ownership of all final deliverables created by Floresta shall transfer to the Client only upon full payment of all outstanding invoices.
Until full payment is received, all intellectual property, designs, and materials remain the sole property of Floresta.
Any preliminary work, drafts, sketches, mock-ups, or unpaid deliverables provided to the Client are for evaluation purposes only and may not be used, modified, reproduced, or distributed without Floresta’s express written consent.
If the Client fails to complete full payment, they may not claim ownership or usage rights to any materials created by Floresta.
Any third-party assets (such as fonts, stock images, or software licenses) used in the Work may be subject to separate licensing agreements and may require the Client to purchase their own licenses for continued use.
Floresta is not responsible for obtaining or maintaining third-party licenses on behalf of the Client unless explicitly agreed upon in writing.
Floresta reserves the right to showcase completed Work in its portfolio, website, social media, and marketing materials in perpetuity, unless the Client requests otherwise in writing before the start of the Work.
7. Confidentiality
Last updated 2025.02
For the purposes of this Agreement, “Confidential Information” means any information, whether written, oral, electronic, or other form, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:
Business plans, strategies, financial data, client information, product designs, and proprietary technologies.
Login credentials, access to private accounts, and internal documents shared between parties.
During the course of this Agreement, the parties may provide each other with Confidential Information. Both parties agree to not disclose or make accessible to third parties any such information without the prior written consent of the other party.
The parties may use such information only to the extent necessary to perform their respective obligations under this Agreement. The parties must take the appropriate measures to protect such confidential and proprietary information from unauthorized disclosure and will destroy and not use any such information upon the termination of this Agreement.
The confidentiality obligations shall not apply to information that:
Is or becomes publicly known through no breach of this Agreement by the receiving party.
Is allowed to be disclosed with written consent from the party who provided the Confidential Information.
Is required to be disclosed by law or by a governmental authority, provided that the party required to make such disclosure gives prompt written notice to the other party and cooperates with the other party’s efforts to obtain an order protecting the information from public disclosure.
The obligations of confidentiality shall survive the termination of this Agreement in perpetuity, or until such time as the information no longer qualifies as Confidential Information pursuant to this Agreement.
8. Limitation of Liability & Indemnification
Last updated 2025.02
The Client warrants that the sale of its products, services, and materials it provides complies with all relevant legal requirements in the United States and any other jurisdiction in which the Client’s products are sold.
The Client further warrants that the sale of its products, services, and materials does not infringe any third party’s property rights, including copyrights, patents, and trademarks.
To the fullest extent permitted by law, Floresta shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities arising from the Work, even if advised of the possibility of such damages.
The limitation of liability shall not apply to damages or losses resulting from gross negligence or willful misconduct by Floresta.
Floresta’s total liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific Work giving rise to the claim.
The Client agrees to indemnify, defend, and hold harmless Floresta, its employees, contractors, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorney’s fees) arising from:
The Client’s use or misuse of the Work.
The Client’s failure to obtain necessary permissions for materials provided to Floresta.
Any third-party claims alleging infringement, defamation, or legal violations related to materials supplied by the Client.
Floresta shall not be held liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war, labor disputes, supply chain disruptions, cyberattacks, or government restrictions.
9. Termination
Last updated 2025.02
Floresta reserves the right to immediately terminate this Agreement if the Client:
Fails to make a required payment within the agreed timeframe.
Violates any material terms of this Agreement.
Engages in fraudulent, unlawful, or unethical behavior that impacts Floresta’s ability to complete the Work.
The Client may terminate the Agreement upon providing seven (7) calendar days' written notice to Floresta. In the event that the Client terminates the Agreement before all the Work is completed, the Client acknowledges that:
The Client shall remain responsible for all outstanding invoices and additional fees, such as for work completed up to the termination date, incurred expenses, and applicable late fees.
All intellectual property, designs, and materials for any incomplete Work remain the sole property of Floresta and The Client may not claim ownership or usage rights to any materials related to incomplete Work created by Floresta.
Any pre-paid work not yet started or completed by Floresta will not be refunded.
Upon termination of this Agreement by any party and for any reason:
Floresta shall cease all efforts towards the creation of Work for the Client.
Any unpaid deliverables shall remain the property of Floresta until full payment is received.
Both parties shall return or destroy any Confidential Information belonging to the other party in accordance to the relevant section of this Agreement.
Any clauses in this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, limitation of liability, and payment obligations, shall remain in effect.
10. Dispute Resolution
Last updated 2025.02
In the event of a dispute arising from or relating to this Agreement, both parties agree to first attempt to resolve the dispute informally and in good faith through direct negotiation.
If the dispute cannot be resolved through negotiation within thirty (30) calendar days, the dispute shall be resolved by binding arbitration in Colorado, in accordance with the rules of a recognized arbitration organization mutually agreed upon by both parties. The decision of the arbitrator shall be final and binding on both parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the State of Colorado.
If the Client fails to meet payment obligations under this Agreement, the Client agrees to indemnify Floresta for all expenses related to Floresta’s efforts to collect payment due.
This includes, but is not limited to, attorney’s fees and court costs, whether or not any legal action or arbitration proceeding commences as a result of the Client’s failure to comply with its payment obligations under this Agreement.
11. Final Provisions
Last updated 2025.02
This Agreement constitutes the entire understanding between Floresta and the Client and supersedes all prior agreements, negotiations, or understandings, whether written or oral, relating to the subject matter herein.
Any amendments or supplements to this Agreement and exhibits hereto are only valid if made in writing and agreed upon by both parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.