Terms of Service

Effective Date: November 15, 2014. Last Updated: January 22, 2025.

This Terms of Service (the "Agreement") is a legally binding document entered into between Vape Delivery, LLC, doing business as Indie-Rich ("Indie-Rich," "Company," "we," "us," or "our"), and any individual, corporation, partnership, limited liability entity, organization, or other legal entity (the "Client," "you," or "your") accessing, utilizing, or contracting for services provided via the Indie-Rich platform or website, located at https://indierich.com (the "Website"). By engaging Indie-Rich for any service or accessing the Website, you acknowledge that you have read, understood, and agreed to be bound by this Agreement in its entirety. If you do not agree to these terms, you are prohibited from accessing or using any services offered by Indie-Rich.

1. Exclusive Ownership and Intellectual Property Rights

1.1 Exclusive Rights to Materials and Outputs: All deliverables, outputs, campaigns, strategies, creative content, advertising materials, digital assets, proprietary code, text, graphics, concepts, workflows, and data compilations developed, created, produced, or otherwise generated by Indie-Rich during the course of any engagement (the "Indie-Rich Materials") are and shall remain the sole and exclusive property of Indie-Rich. These materials are fully protected under applicable copyright laws, trademark regulations, and trade secret protections in the United States and internationally. Any use, reproduction, modification, or distribution of these materials without express written consent from Indie-Rich principals is strictly prohibited.

1.2 Limited License for Use: Indie-Rich grants the Client a non-transferable, non-exclusive, revocable license to use the Indie-Rich Materials solely for the purposes explicitly outlined in writing as part of the agreed-upon scope of work. Such license does not imply, transfer, or grant ownership rights to the Client unless otherwise agreed upon in writing by Indie-Rich principals. Any deviation from the permitted use shall be subject to immediate legal action.

1.3 Prohibition on Unauthorized Use: The Client acknowledges and agrees that any use, reproduction, modification, distribution, or replication of Indie-Rich Materials beyond the scope explicitly permitted by this Agreement or without express written consent from Indie-Rich principals constitutes a breach of this Agreement, subject to immediate legal action, including injunctive relief, damages, and the reimbursement of attorney’s fees.

1.4 Indemnification for Intellectual Property Misuse: The Client agrees to indemnify, defend, and hold harmless Indie-Rich from any and all claims, liabilities, damages, or legal fees resulting from unauthorized use, misuse, or distribution of Indie-Rich Materials by the Client or any party associated with the Client. This includes any third-party claims related to infringement, misappropriation, or violation of intellectual property rights.

2. Termination and Cancellation Rights

2.1 Indie-Rich’s Right to Terminate: Indie-Rich reserves the absolute and unconditional right to terminate, suspend, or revoke any services, agreements, or deliverables at its sole discretion without prior notice or justification. Reasons for such termination may include but are not limited to:

  • Non-payment or delinquent payment by the Client.

  • Breach of any term or condition of this Agreement by the Client.

  • The Client’s failure to cooperate in a manner deemed necessary by Indie-Rich.

  • Conduct by the Client that is damaging to Indie-Rich’s reputation, intellectual property, or ongoing business interests.

2.2 Client Cancellation Restrictions: Under no circumstances may the Client terminate or cancel this Agreement, in whole or in part, without the express written consent of Indie-Rich principals. Any attempt to unilaterally terminate or cancel services without prior approval shall be considered null and void and shall not relieve the Client of its payment obligations. Indie-Rich retains the right to pursue full compensation for the agreed-upon services, regardless of the Client’s attempts to cancel.

2.3 Effects of Termination: Upon termination of this Agreement:

  • All Indie-Rich Materials and deliverables shall immediately cease to be available for the Client’s use.

  • The Client shall forfeit any rights or access to ongoing campaigns, creative assets, or any associated data or metrics.

  • Indie-Rich reserves the right to disable, reclaim, or delete any proprietary assets or access related to the terminated services. The Client agrees to cooperate fully in the transition or removal of such assets.

3. Payment Terms and Suspension for Non-Payment

3.1 Obligation to Pay: The Client agrees to pay all fees, charges, and invoices in full and in accordance with the terms specified in the applicable agreement or invoice. Failure to make payments within the agreed-upon timeframe constitutes a material breach of this Agreement and grants Indie-Rich the right to take immediate legal and remedial actions.

3.2 Right to Suspend Services: Indie-Rich reserves the right to immediately suspend, pause, or discontinue any and all services, advertising campaigns, web hosting, or deliverables in the event of non-payment or delinquent payment. Such suspension does not waive the Client’s obligation to pay any outstanding fees and may result in additional administrative charges.

3.3 Additional Fees for Reinstatement: In the event services are suspended due to non-payment, the Client shall be required to pay all outstanding fees, plus any applicable late fees or reinstatement charges, as determined solely by Indie-Rich. Reinstatement of services is subject to Indie-Rich’s approval and shall occur only after full payment of all outstanding amounts.

3.4 No Refunds: All payments made to Indie-Rich are non-refundable under any circumstances. The Client expressly waives any right to seek refunds, reimbursements, or chargebacks for services rendered, including but not limited to claims of dissatisfaction or non-performance.

4. Limitation of Liability and Indemnification

4.1 Limitation of Liability: Indie-Rich’s liability for any claims, damages, or losses arising out of or related to this Agreement, whether in contract, tort, or otherwise, is strictly limited to the amount paid by the Client to Indie-Rich for the specific service or deliverable giving rise to the claim. Under no circumstances shall Indie-Rich be liable for indirect, incidental, consequential, punitive, or special damages, including but not limited to lost profits, lost opportunities, or loss of data. This limitation applies to the fullest extent permitted by law.

4.2 Indemnification: The Client agrees to indemnify, defend, and hold harmless Indie-Rich, its affiliates, principals, employees, agents, and contractors from and against any claims, liabilities, damages, costs, or expenses (including attorneys’ fees) arising out of:

  • The Client’s breach of this Agreement.

  • The Client’s use or misuse of Indie-Rich Materials.

  • Any third-party claims arising from the Client’s business practices, advertising campaigns, or marketing activities.

4.3 Waiver of Legal Action: By accepting these Terms, the Client waives any right to initiate legal action against Indie-Rich, its principals, or affiliates for any claims arising out of services rendered. Disputes shall be resolved exclusively through binding arbitration as outlined below.

5. Governing Law and Dispute Resolution

5.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflicts of laws principles.

5.2 Binding Arbitration: Any disputes, claims, or controversies arising out of or related to this Agreement shall be resolved exclusively through binding arbitration conducted under the rules of the American Arbitration Association (AAA) in the State of Florida. The arbitrator’s decision shall be final and binding on all parties.

5.3 No Class Actions: The Client agrees that all disputes shall be resolved on an individual basis. The Client waives any right to participate in or initiate any class action or collective proceeding against Indie-Rich.

6. Amendments and Updates

6.1 Right to Amend: Indie-Rich reserves the right to update, modify, or amend these Terms at any time without prior notice. Such updates shall take effect immediately upon being posted on the Website.

6.2 Continued Use: The Client’s continued use of the Website or services following the posting of updated Terms constitutes acceptance of the revised Agreement.

Acknowledgment

By accessing or using the Website or services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service. These Terms constitute the entire agreement between you and Indie-Rich and supersede any prior agreements, understandings, or representations, whether written or oral.