Terms and Conditions

Effective Date: June 12, 2026

These Terms and Conditions “Terms” govern your use of the OVRFLW Digital website, services, content, deliverables, communications, proposals, and client relationships.

By accessing our website, contacting us, signing a proposal, paying an invoice, approving a project, or using our services, you agree to these Terms.

1. Company Information

OVRFLW Digital provides creative, marketing, content, branding, website, and digital strategy services.

Business Name: OVRFLW Digital LLC
Email: dylan@ovrflwdigital.com

2. Services

OVRFLW Digital may provide services including, but not limited to:

• Social media strategy

• Social media management

• Content creation

• Video production

• Photography

• Editing

• Website design

• Website updates

• Branding

• Creative direction

• Digital marketing strategy

• Content calendars

• Consulting

• Digital systems setup

• Email marketing support

• CRM or automation support

• Campaign planning

• Influencer, athlete, or creator brand support

• Other related services agreed in writing

Specific services, pricing, timelines, deliverables, and responsibilities will be outlined in a separate proposal, statement of work, invoice, contract, or written agreement.

3. Scope of Work

Only the services specifically listed in the applicable proposal, invoice, or written agreement are included.

Any work outside the agreed scope may require additional fees, an updated proposal, or written approval.

Out-of-scope work may include, but is not limited to:

• Additional edits or revisions

• Rush work

• Extra filming days

• Additional meetings

• Additional website pages

• Advanced development

• Copywriting beyond the agreed scope

• Additional content deliverables

• Paid ad management

• Email campaigns

• Rebranding

• Strategy changes after approval

• Platform migration

• Emergency fixes

• Third-party app setup

• Custom code

• Advanced integrations

• Ongoing support after launch

4. Client Responsibilities

Clients are responsible for:

• Providing accurate information

• Providing timely feedback

• Supplying brand assets, logins, approvals, and materials

• Ensuring submitted content, claims, testimonials, and assets are accurate and lawful

• Reviewing deliverables carefully before approval

• Obtaining necessary permissions, releases, licenses, and rights

• Paying invoices on time

• Maintaining ownership of business accounts and platforms

• Complying with applicable laws, platform rules, and industry regulations

Delays in client feedback, approvals, payments, access, or asset delivery may delay project timelines.

5. Approvals and Revisions

Unless otherwise stated in writing, deliverables may include a limited number of revision rounds.

Once a client approves a deliverable, design, website page, piece of content, strategy, caption, video, or other work product, the deliverable is considered accepted.

Changes requested after approval may be billed separately.

OVRFLW Digital is not responsible for errors, omissions, typos, claims, broken links, incorrect information, or other issues that were present in client-approved materials.

6. Payments

Payment terms will be listed in the applicable invoice, proposal, or contract.

Unless otherwise agreed in writing:

• Deposits are due before work begins.

• Monthly retainers are due in advance.

• Project balances are due before final file delivery, launch, transfer, or publication.

• Late payments may delay work.

• OVRFLW Digital may pause services for unpaid invoices.

• All payments are non-refundable unless otherwise stated in writing.

Clients are responsible for all applicable taxes, transaction fees, chargeback fees, late fees, collection costs, and expenses.

7. Late Payments and Collections

If payment is not received by the due date, OVRFLW Digital may:

• Pause all services

• Withhold deliverables

• Delay website launch or transfer

• Revoke access to unpaid work

• Suspend content scheduling or posting

• Add late fees where allowed by law

• Require payment upfront for future work

• Refer unpaid balances to collections

• Recover reasonable legal, collection, or administrative costs

8. Cancellations and Termination

Either party may terminate a service relationship according to the applicable contract, proposal, or written agreement.

If no separate termination terms are provided, either party may terminate with written notice. However, the client remains responsible for payment for:

• Work already completed

• Work in progress

• Reserved production dates

• Strategy work

• Planning time

• Contractor costs

• Third-party costs

• Non-cancelable expenses

• Any unpaid invoices

Deposits, retainers, setup fees, strategy fees, and payments for completed or partially completed work are non-refundable unless otherwise agreed in writing.

9. No Guarantees

OVRFLW Digital does not guarantee specific results, revenue, followers, engagement, views, leads, sales, conversions, press coverage, search rankings, platform growth, or business outcomes.

Marketing, content, branding, and digital performance depend on many factors outside our control, including:

• Market conditions

• Audience behavior

• Client offer quality

• Client reputation

• Budget

• Consistency

• Platform algorithms

• Competition

• Product-market fit

• Website traffic

• Paid media spend

• Client responsiveness

• Third-party platform changes

Any examples, case studies, projections, or performance discussions are illustrative only and do not guarantee future results.

10. Third-Party Platforms and Software

Our services may involve third-party platforms such as website builders, social media platforms, scheduling tools, analytics tools, hosting providers, payment processors, email platforms, CRM systems, design tools, AI tools, or other software.

OVRFLW Digital is not responsible for:

• Platform outages

• Software bugs

• Data loss caused by third-party platforms

• Account bans or restrictions

• Algorithm changes

• App/plugin failures

• Hosting issues

• Payment processor issues

• Changes in platform pricing

• Third-party security breaches

• Third-party terms or policy changes

• Loss of access to client accounts

• Integrations breaking

• Features being removed or changed

Clients are responsible for reviewing and complying with the terms, policies, and fees of any third-party platforms used in connection with our services.

11. Website Services

For website design, development, updates, or maintenance:

• The client is responsible for providing accurate business information, copy, product details, pricing, policies, and legal pages.

• OVRFLW Digital is not a law firm and does not guarantee legal compliance of website copy, claims, privacy policies, terms, accessibility, or industry-specific disclosures.

• Website launch may depend on third-party platforms, DNS, hosting, domains, apps, plugins, or integrations.

• OVRFLW Digital is not responsible for downtime, bugs, or issues caused by hosting providers, apps, plugins, third-party code, platform updates, or client changes.

• Unless specifically included, ongoing maintenance is not included after launch.

12. Social Media and Content Services

For social media, content creation, and posting services:

• The client is responsible for ensuring all claims, testimonials, product statements, health claims, performance claims, and promotional statements are truthful, accurate, and legally compliant.

• The client is responsible for approving captions, content, offers, promotions, and posts.

• OVRFLW Digital is not responsible for platform removals, account restrictions, muted audio, copyright claims, algorithm performance, reduced reach, or changes in engagement.

• Content calendars and posting schedules may change based on production, approvals, trends, strategy, or platform needs.

13. Advertising, Claims, and Regulated Industries

If a client operates in a regulated industry, including but not limited to supplements, health, fitness, finance, medical, legal, alcohol, food, wellness, or professional services, the client is solely responsible for ensuring all content complies with applicable laws, regulations, industry standards, platform policies, and advertising rules.

OVRFLW Digital does not provide legal, medical, financial, compliance, or regulatory advice.

14. Client Materials and Permissions

Clients represent and warrant that they own or have permission to use all materials provided to OVRFLW Digital, including:

• Logos

• Photos

• Videos

• Music

• Fonts

• Graphics

• Testimonials

• Product images

• Brand assets

• Customer content

• User-generated content

• Website copy

• Social media content

• Influencer or athlete content

• Third-party intellectual property

Clients agree to indemnify and hold OVRFLW Digital harmless from any claims related to materials provided by the client.

15. Intellectual Property

OVRFLW Pre-Existing Materials

OVRFLW Digital retains ownership of all pre-existing materials, systems, processes, templates, strategies, frameworks, methods, know-how, internal documents, source files, presets, workflows, code snippets, and creative tools developed before or outside the client relationship.

Client-Owned Materials

The client retains ownership of materials they provide to OVRFLW Digital.

Final Deliverables

Unless otherwise agreed in writing, ownership of final deliverables transfers to the client only after full payment has been received.

Final deliverables may include exported videos, final graphics, published website pages, final approved designs, or other completed work specifically listed in the agreement.

Source Files

Raw footage, project files, editable design files, source code, strategy documents, templates, internal notes, and working files are not included unless specifically stated in writing.

OVRFLW Digital may charge additional fees for source files, raw footage, editable files, or expanded usage rights.

16. Portfolio Rights

Unless otherwise agreed in writing, OVRFLW Digital may display completed work, client names, logos, testimonials, screenshots, project summaries, metrics, and deliverables in our portfolio, website, social media, proposals, case studies, and marketing materials.

If a project is confidential or under NDA, the client must notify OVRFLW Digital in writing before the project begins.

17. AI-Assisted Tools

OVRFLW Digital may use AI-assisted tools to support brainstorming, editing, research, organization, design exploration, content drafting, workflow improvement, or production efficiency.

AI-assisted tools are not a replacement for human strategy, review, or creative direction. Clients are responsible for reviewing and approving all final materials before use.

Clients should not provide confidential, sensitive, regulated, or legally restricted information unless necessary for the project and approved for use.

18. Stock Assets, Fonts, Music, and Licensing

Some projects may include stock photos, fonts, music, templates, plugins, or licensed assets.

Unless otherwise agreed:

• The client is responsible for any paid licenses required for ongoing use.

• The client must comply with license terms.

• OVRFLW Digital is not responsible for license violations caused by client misuse, expired subscriptions, or use outside the agreed scope.

• Commercial usage rights may vary by asset, platform, or provider.

19. Confidentiality

Both parties may receive confidential information during the course of a project.

Confidential information may include business plans, strategy, pricing, logins, financial information, customer data, creative concepts, unpublished materials, and private communications.

Both parties agree to use reasonable care to protect confidential information and not disclose it except as needed to perform services, comply with law, or work with approved contractors and service providers.

Confidentiality obligations do not apply to information that is publicly available, independently developed, previously known, or lawfully obtained from another source.

20. Non-Solicitation

During the term of a client relationship and for 12 months after, clients agree not to knowingly solicit, hire, contract with, or attempt to directly engage OVRFLW Digital’s employees, contractors, editors, designers, strategists, creators, or production partners without written permission.

This does not apply to general public job postings not targeted at OVRFLW Digital personnel.

21. Communication

OVRFLW Digital may communicate by email, phone, text, project management tools, video calls, or other agreed channels.

Clients are responsible for monitoring communication channels and responding in a timely manner.

Delays in communication may delay timelines, deliverables, launch dates, or posting schedules.

22. Deadlines and Timelines

Project timelines are estimates unless expressly stated as guaranteed in writing.

Timelines may change due to:

• Client delays

• Scope changes

• Late payments

• Missing assets

• Delayed approvals

• Third-party platform issues

• Technical problems

• Contractor availability

• Force majeure events

• Revisions or additional requests

OVRFLW Digital is not liable for delays caused by the client, third parties, or circumstances outside our reasonable control.

23. Limitation of Liability

To the maximum extent permitted by law, OVRFLW Digital will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:

• Lost profits

• Lost revenue

• Lost followers

• Lost engagement

• Lost business opportunities

• Lost data

• Website downtime

• Account restrictions

• Platform bans

• Reputation harm

• Missed deadlines

• Advertising performance

• Search ranking changes

• Social media algorithm changes

To the maximum extent permitted by law, OVRFLW Digital’s total liability for any claim will not exceed the amount paid by the client to OVRFLW Digital for the specific service giving rise to the claim during the three months before the claim arose.

24. Indemnification

You agree to defend, indemnify, and hold harmless OVRFLW Digital, its owners, employees, contractors, partners, and affiliates from any claims, damages, losses, liabilities, costs, or expenses arising from:

• Your use of our website or services

• Your breach of these Terms

• Materials or information you provide

• Your products, services, claims, or business practices

• Your violation of laws or regulations

• Your violation of third-party rights

• Your misuse of deliverables

• Your failure to obtain permissions, releases, or licenses

• Content published with your approval

25. Disclaimers

Our website and services are provided “as is” and “as available.”

OVRFLW Digital disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, or error-free operation.

We do not guarantee that our website, services, software, deliverables, or third-party platforms will be uninterrupted, secure, error-free, or meet every business expectation.

26. Force Majeure

OVRFLW Digital is not responsible for delays or failures caused by events outside our reasonable control, including but not limited to:

• Natural disasters

• Illness

• Internet outages

• Power outages

• Platform outages

• Labor disputes

• Government action

• War or civil unrest

• Cyberattacks

• Third-party service failures

• Equipment failure

• Travel disruptions

• Emergencies

27. Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles.

Any disputes will be handled in the state or federal courts located in Georgia, unless otherwise required by law or agreed in writing.

28. Dispute Resolution

Before filing any legal claim, both parties agree to attempt to resolve disputes informally by written notice.

The written notice should describe the issue, requested resolution, and supporting information.

Both parties agree to make a good-faith effort to resolve the matter before pursuing formal legal action.

29. Website Use

You agree not to:

• Use our website for unlawful purposes

• Attempt to hack, disrupt, or damage the website

• Copy website content without permission

• Misrepresent your identity

• Submit false or misleading information

• Upload malicious code

• Interfere with website security

• Scrape or harvest data without permission

• Use our content to train AI models without written permission

30. Changes to These Terms

We may update these Terms at any time. Updates will be posted on this page with a revised “Last Updated” date.

Your continued use of our website or services after updates are posted means you accept the revised Terms.

31. Contact

For questions about these Terms or this Privacy Policy, contact:

OVRFLW Digital LLC
Email: dylan@ovrflwdigital.com