Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Imperial Peak Media LLC ("Company," "we," "us," "our") and you ("Client," "you," "your"). By accessing our website, submitting an inquiry, executing a service agreement, or using any of our public relations, strategic communications, crisis management, or media branding services ("Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our Services.

2. Definitions

"Confidential Information" means all non-public business, technical, financial, or strategic information disclosed by either party, including client lists, campaign strategies, media contacts, crisis playbooks, pricing models, proprietary methodologies, and any information designated as confidential.

"Deliverables" means any materials, content, reports, strategies, media placements, press releases, byline articles, crisis communication plans, or other work product created by Imperial Peak Media for Client under a service agreement.

"Service Agreement" means any signed proposal, statement of work, contract, or purchase order that references these Terms and outlines specific services, fees, deliverables, and timelines.

"Platforms" means media databases, press release distribution networks, monitoring tools, analytics platforms, and third-party services utilized to execute campaigns.

3. Scope of Services

Imperial Peak Media LLC provides high-impact public relations, strategic communications, media relations, crisis and issues management, brand storytelling, thought leadership campaigns, executive visibility, reputation management, and media training services. Our integrated approach combines creative storytelling with sharp media intelligence to protect, build, and amplify brand reputation.

Specific services, deliverables, timelines, and fees will be detailed in a Service Agreement executed between the parties. Any changes to scope require a written amendment signed by both parties. We reserve the right to refuse service to any person or entity at our sole discretion.

4. Client Responsibilities

Client agrees to the following obligations:

• Provide accurate, complete, and timely information, materials, and approvals necessary for service performance.
• Designate a single point of contact authorized to make decisions and provide approvals on behalf of the organization.
• Respond to requests for feedback or approval within two business days unless otherwise specified in the Service Agreement.
• Ensure all materials provided to Imperial Peak Media do not infringe upon third-party intellectual property rights or contain defamatory, obscene, or unlawful content.
• Not use our Services for illegal, fraudulent, deceptive, or harmful purposes, including false advertising, defamation, harassment, or market manipulation.
• Maintain security of any account credentials and notify us immediately of unauthorized access.
• Comply with all applicable federal, state, and international laws, including FTC endorsement guidelines, SEC regulations for public companies, and advertising standards.

5. Fees and Payment Terms

All fees are outlined in the Service Agreement. Unless otherwise stated:

• Invoices are due within fifteen calendar days of receipt.
• Late payments incur interest at 1.5% per month (18% APR) or the maximum legal rate, whichever is lower.
• Client is responsible for all collection costs, attorney fees, and court costs incurred to collect unpaid balances.
• We reserve the right to suspend services for invoices unpaid beyond thirty days without liability.
• All retainer fees are non-refundable. Project-based fees are fifty percent non-refundable upon signing, with the balance due upon completion or as specified in the Service Agreement.
• Prices are subject to change with thirty days written notice for ongoing retainer agreements.
• For media buying and paid placement services, Imperial Peak Media acts as an agent. Client pre-approves all media budgets, and unused credits are subject to third-party platform terms. We are not responsible for third-party platform performance or refund policies.

6. Intellectual Property Rights

Ownership of Deliverables: Upon full payment of all fees due, Client owns the final Deliverables specifically created for Client under a Service Agreement, excluding any pre-existing Company intellectual property, templates, methodologies, software, or third-party licensed materials.

Company Intellectual Property: All proprietary methodologies, media databases, crisis simulation frameworks, analytics dashboards, strategy templates, training materials, and internal tools remain the exclusive property of Imperial Peak Media LLC. Client receives no right or license to such Company intellectual property.

Client Materials: Client retains ownership of all pre-existing materials provided to us, granting Imperial Peak Media a non-exclusive, worldwide, royalty-free license to use such materials for service performance.

Portfolio Rights: We may include Client's name, logo, and a general description of work performed in our portfolio, case studies, and marketing materials unless Client requests otherwise in writing within ten days of engagement.

7. Confidentiality Obligations

Both parties agree to protect Confidential Information using at least the same degree of care used for their own similar information, but in no event less than reasonable care. Confidential Information shall not be disclosed to third parties except:

• To employees and contractors with a need to know who are bound by confidentiality obligations at least as restrictive as these Terms.
• As required by law, court order, or regulatory authority (with prompt notice to the disclosing party when legally permitted).
• To professional advisors (attorneys, accountants, insurers) under equivalent confidentiality duties.

This confidentiality obligation survives termination of these Terms for a period of five years, or indefinitely for trade secrets. Upon termination, each party shall return or destroy all Confidential Information of the other party.

8. Representations and Warranties

By Imperial Peak Media: We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards for public relations and strategic communications firms. For any breach of this warranty, Client's sole remedy is re-performance of the deficient services or a refund of fees paid for such services.

Disclaimer of Warranties: EXCEPT AS EXPRESSLY STATED, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ACHIEVE SPECIFIC RESULTS, INCLUDING MEDIA PLACEMENTS, COVERAGE VOLUME, SENTIMENT SCORES, OR RETURN ON INVESTMENT. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Client Warranties: Client warrants that all materials provided to Imperial Peak Media are accurate, lawful, and do not infringe upon any third-party rights. Client shall indemnify Imperial Peak Media for any breach of this warranty.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IMPERIAL PEAK MEDIA LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO US IN THE SIX MONTHS PRECEDING THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Imperial Peak Media LLC, its affiliates, officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees, arising from or related to:

• Client's breach of these Terms or any Service Agreement.
• Client's violation of any applicable law, regulation, or third-party right.
• Any content, materials, or information provided by Client that infringes upon intellectual property or privacy rights or contains defamatory, obscene, or unlawful statements.
• Client's negligent or willful misconduct.
• Any third-party claim arising from Client's products, services, or business operations.

11. Termination and Suspension

Termination for Convenience: Either party may terminate a Service Agreement with thirty days written notice. Client shall pay for all services performed up to the termination date, plus any non-cancellable third-party costs incurred.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within fifteen days of receiving written notice of such breach.

Suspension: We may suspend access to our Services immediately without liability if we reasonably believe Client's use violates law, threatens security, or if payment is overdue beyond thirty days.

Survival: Sections relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution survive any termination of these Terms.

12. Dispute Resolution and Binding Arbitration

Informal Resolution: Before filing any claim, the parties agree to attempt informal negotiation for at least thirty days, including at least one in-person or video conference meeting with senior management.

Binding Arbitration: Any dispute arising from these Terms or our Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Long Beach, Mississippi, in the English language. Judgment on the arbitration award may be entered in any court having jurisdiction.

Class Action Waiver: ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims.

Exceptions: Either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information without waiving arbitration rights.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Services provided hereunder.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, pandemics, epidemics, government orders, internet outages, cyberattacks, third-party platform failures, media outlet closures, labor disputes, or supplier failures. Performance obligations shall be extended for the duration of the force majeure event.

15. Entire Agreement and Amendments

These Terms, together with any signed Service Agreement and any exhibits or addenda, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous communications, whether oral or written, including any prior terms of service or privacy policies.

We may update these Terms from time to time. Material changes will be notified via email to the address on file or through a prominent notice on our website at least fifteen days before the effective date. Continued use of our Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision does not constitute a waiver of such right or provision.

16. Contact Information

For questions, notices, or legal correspondence regarding these Terms:

Imperial Peak Media LLC
520 E Railroad ST, Long Beach, MS 39560
Email: legal@imperialpeakmedia.org
Phone: +1 456 342 435 34
Business Hours: Monday through Friday, 9:00 AM to 6:00 PM Eastern Time