Bonfire Legends
TERMS OF SERVICE
Effective Date: May 21, 2025
1. Introduction & Acceptance of Terms
Welcome to Bonfire Legends! These Terms of Service ("TOS") govern your access to and use of the marketing, advertising, and copywriting services ("Services") provided by Bonfire Legends. By accessing, utilizing, or otherwise engaging with our Services, you agree to be bound by these TOS, as well as our Privacy Policy (available at Bonfirelegends Privacy Policy). If you do not agree to these TOS, you may not use our Services. Your continued use of our Services signifies your unequivocal acceptance of these terms.
2. Definitions
• "Bonfire Legends," “Bonfire,” "we," "us," or "our": Refers to Bonfire Legends, an entity operating under the laws of Utah, United States.
• "Client," "you," or "your": Refers to the business or individual engaging Bonfire Legends' Services.
• "Services": Encompasses all marketing, advertising, copywriting, strategy, consultation, and related activities provided by Bonfire Legends to the Client, as further detailed in specific Service Agreements or Statements of Work.
• "Agreement": Refers collectively to these Terms of Service, any mutually executed Service Agreements, Statements of Work (SOWs), proposals, or invoices.
• "Content": Any text, images, videos, audio, data, or other materials, whether created by Bonfire Legends for the Client or provided by the Client to Bonfire Legends.
• "Platform": Refers to third-party advertising platforms (e.g., Google Ads, Meta Ads, YouTube), analytics tools, or other software Bonfire Legends utilizes to provide the Services.
3. Services Offered
Bonfire Legends provides expert marketing, advertising, and copywriting services aimed at driving client growth and performance. The specific scope of work, deliverables, timelines, and associated costs for each project or engagement will be clearly outlined in a separate, mutually agreed-upon written Service Agreement, Statement of Work (SOW), or proposal ("Service Agreement"). This TOS governs the general terms of our relationship, while the Service Agreement specifies the details of each project.
4. Client Responsibilities
For successful collaboration and service delivery, the Client agrees to:
• Provide Timely Information: Furnish all necessary access, materials, information, data, content, and approvals in a timely and accurate manner as requested by Bonfire Legends. Delays caused by the Client's failure to do so may impact project timelines and costs.
• Compliance: Ensure all content and instructions provided to Bonfire Legends comply with all applicable laws, regulations, and third-party Platform policies.
• Payment: Adhere to the payment schedule and terms outlined in Section 5 and any applicable Service Agreement.
• Point of Contact: Designate a primary point of contact with authority to make decisions and provide feedback promptly.
5. Fees, Billing, and Payment
• Fees: Fees for Services will be calculated as specified in the applicable Service Agreement (e.g., retainer, hourly, project-based, performance-based).
• Invoicing: Invoices will be issued according to the schedule outlined in the Service Agreement.
• Payment Terms: Unless otherwise specified in the Service Agreement, all invoices are due within fifteen (15) days from the invoice date.
• Late Payments: A late fee of 1.5% per month (or the maximum allowed by law, whichever is less) will be applied to all overdue balances. Bonfire Legends reserves the right to suspend Services until all outstanding balances are paid in full.
• Taxes: All fees are exclusive of applicable taxes, which will be added to invoices where legally required.
• Refunds: Except as expressly provided in a Service Agreement, all fees paid are non-refundable.
6. Term and Termination
• Term: The initial term of this Agreement and specific Services will be defined in the respective Service Agreement. Unless otherwise specified, project-based Services conclude upon completion of the defined deliverables and full payment. Retainer-based Services may renew automatically on a monthly basis unless terminated.
• Termination for Convenience: Either party may terminate Services for convenience by providing thirty (30) days written notice to the other party, unless a different notice period is specified in a Service Agreement.
• Termination for Cause: Either party may terminate Services immediately upon written notice if the other party: Commits a material breach of this TOS or any Service Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof. Becomes insolvent, files for bankruptcy, or is declared bankrupt.
• Effect of Termination: Upon termination, the Client shall pay Bonfire Legends for all Services rendered up to the effective date of termination, as well as any non-cancellable third-party costs incurred on Client's behalf. Bonfire Legends will transfer all completed deliverables for which payment has been received. Certain clauses, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law, shall survive termination.
7. Intellectual Property (IP)
• Bonfire Legends IP: All methodologies, tools, templates, internal processes, and pre-existing intellectual property owned by Bonfire Legends shall remain the sole property of Bonfire Legends.
• Client IP: The Client retains all ownership rights to any content, branding elements, trademarks, or materials provided by the Client to Bonfire Legends. The Client grants Bonfire Legends a non-exclusive, royalty-free license to use such Client IP solely for the purpose of providing the Services.
• Deliverables IP: Upon full and final payment for the Services, the Client shall own the intellectual property rights in the final deliverables specifically created by Bonfire Legends for the Client as part of the Services (e.g., ad copy, creative concepts, final strategic documents). Bonfire Legends retains a limited, non-exclusive, worldwide, royalty-free license to use such deliverables for its portfolio, marketing, and promotional purposes. Unless explicitly agreed upon in a Service Agreement, source files or working documents are not included in the deliverables and remain the property of Bonfire Legends.
• Third-Party IP: The Client is solely responsible for obtaining and maintaining all necessary licenses, permissions, and rights for any third-party content (e.g., stock photos, fonts, music) they provide to Bonfire Legends for use in the Services.
8. Confidentiality
Both Bonfire Legends and the Client agree to treat all non-public information exchanged during the course of the Services as strictly confidential ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, financial data, marketing strategies, client lists, methodologies, and proprietary technologies. Neither party shall disclose Confidential Information to any third party or use it for any purpose other than fulfilling the obligations under this Agreement. This obligation does not apply to information that is (a) publicly available, (b) independently developed without using Confidential Information, or (c) required to be disclosed by law. Confidentiality obligations shall survive the termination of this Agreement.
9. Warranties and Disclaimers
• Bonfire Legends' Warranties: Bonfire Legends warrants that Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.
Disclaimers:
• No Guarantees: Bonfire Legends makes no guarantees regarding specific results, sales volumes, or return on investment (ROI) from the Services. Marketing outcomes are influenced by numerous external factors beyond our control, including market conditions, product viability, client's operational efficiency, competition, and platform algorithm changes.
• "As Is" Basis: Services are provided on an "as is" and "as available" basis without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement, except as explicitly stated herein.
• Platform Reliance: Bonfire Legends is not responsible for outages, errors, or changes to third-party advertising platforms (e.g., Google Ads, Meta Ads, YouTube) or other external services that may impact campaign performance or service delivery.
10. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Bonfire Legends or its affiliates, directors, employees, or agents be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for lost profits, goodwill, use, data, or other intangible losses (even if Bonfire Legends has been advised of the possibility of such damages), resulting from: (a) the use or inability to use the Services; (b) the cost of procurement of substitute goods and services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Services; or (e) any other matter relating to the Services.
Bonfire Legends' total cumulative liability to the Client for any and all claims arising out of or in connection with these TOS or the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Bonfire Legends for the specific Services giving rise to the liability in the three (3) months immediately preceding the event giving rise to the claim.
11. Indemnification
The Client agrees to indemnify, defend, and hold harmless Bonfire Legends, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Client's use of the Services; (b) any content, materials, or instructions provided by the Client that infringe on third-party intellectual property rights or violate any applicable laws; (c) any breach by the Client of these TOS or any Service Agreement; or (d) the Client's business operations or products/services.
12. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be first subject to good faith negotiations between the parties. If such negotiations do not resolve the dispute within thirty (30) days, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Weber County, Utah, for the resolution of any legal actions.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials, or widespread internet or power outages.
14. Independent Contractor Relationship
Bonfire Legends is an independent contractor to the Client. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between Bonfire Legends and the Client. Bonfire Legends retains sole control over its methods and means of performing the Services.
15. Assignment
Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
16. Severability
If any provision of these TOS is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
17. Entire Agreement
This TOS, together with any applicable Service Agreements, constitutes the entire agreement between Bonfire Legends and the Client regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.
18. Amendments
Bonfire Legends reserves the right to amend these TOS at any time by posting the revised terms on its website or by providing notice to the Client. Your continued use of the Services after such amendments constitutes your acceptance of the revised TOS. Service Agreements may only be amended by a written instrument signed by both parties.
19. Contact Information
For any questions regarding these Terms of Service or our Services, please contact us at [email protected].