Updated: 12/17/2024

‍This Creative Agency Services and Subscription Agreement (the “Contract”) constitutes a legally binding agreement by and between HAVE YOU FOUND THE ONE LLC D/B/A HYFTO (“Provider”), located at 175 VARICK STREET, NEW YORK, NY 10014, and the client, whether personally or on behalf of an entity or its affiliate(s) (“Client”), with regard to access and use of HYFTO’s services.

1. Description of Services

Beginning on the Effective Date, the Provider will provide to the Client the following services (collectively, “Services”), including but not limited to the following examples:

1.1.1 Assistant For Rent Subscription (1 Request at a Time)

Post to Social Media Profiles (Instagram, TikTok, Facebook)
Send 25 DMs on Instagram (Per Day)
Setup and run an Ad on Social Media or Google
Spreadsheet Organization

1.1.2 Agency Subscription 1 (1 Request at a time)

Graphic Design
Landing Page Creation (Webflow or WordPress / Elementor)
Motion Graphics
Post to Social Media Profiles (Instagram, TikTok, Facebook)
Product Photography
Send 25 DMs on Instagram (Per Day)
Setup and run an Ad on Social Media or Google
Spreadsheet Organization
Video Editing (Instagram Reel, TikTok, Youtube Short)
Website Development (Webflow or WordPress / Elementor)
Written Content

Website Development (Webflow or WordPress / Elementor)
Written Content

1.1.4 Google Business Profile Subscription

Weekly promotional posts

New products or services

Image and Video Uploads

Moves, adds, and edits

Q&A/FAQs

Profile Monitoring

Bonus! Custom Review Generation Stand For Your Physical Location

Bonus! 5 professional interior/exterior photos (*NYC Only)

1.1.5 Email Marketing Subscription

(1) Reusable E-Blast Design Template (1-3 Calls to Action)

E-Blast Schedule or Send (Mailchimp, Constant Contact, Campaign Monitor, TinyEmail, or similar email marketing platform)

Maximum 2 Campaign Deliveries Per Month

2.1. Payment

Payment shall be made to the Provider in the total amount of the subscription prior to Services being provided. The subscription is priced at $1,750 per month for 1 active request to be delivered within 24 hours Mon-Fri under the Assistant For Rent Subscription, $4,995 per month for 1 active request to be delivered within 48 hours Mon-Fri under Agency Subscription 1, or $7,995 per month for 2 active requests to be delivered within 48 hours Mon-Fri under Agency Subscription 2. There may be a free trial available (i.e. 3 days or 1 task). Custom subscriptions or arrangements are available and must be mutually agreed to in writing.

2.2 Additional Fees

In addition to the subscription fees outlined in Section 2 of this Contract, the Client acknowledges and agrees that they shall be responsible, upfront and via their own payment method, for any additional fees incurred for the following:

2.2.1 Web Hosting or Webflow
2.2.2 Domain Name(s)
2.2.3 Additional Services, Applications, WordPress Plugins, Payment Processors, etc.

2.2.4 Shipping of products for product photography, and/or materials for shoot

3. Work Product Ownership

Any marketing materials or creative works (collectively, “Works”) developed in whole or in part by the Provider in connection with the Services will be the exclusive property of the Client.

3.1.1 Third-Party Fonts

In the event that Services incorporate fonts that require a commercial license in order for Client to legally reproduce, distribute, or publicly display the work(s), HYFTO will inform Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts. Notice will include information sufficient for Client to identify who to contact in order to purchase. Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated.

3.1.2 Third-Party Music

HYFTO utilizes a third-party royalty-free music subscription service whereas the licensing for use in Client work is typically approved. In the event that Services incorporate music that require a commercial license in order for Client to legally reproduce, distribute, or publicly display the work(s), HYFTO strongly suggests Client purchase appropriate license(s) for the Third-Party Music from the rights-holder(s). Client assumes all responsibility for any consequences as a result of a failure by Client to purchase licenses for any Third-Party Music incorporated.

3.1.3 Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of HYFTO and HYFTO is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. HYFTO shall be the sole and exclusive owner of all rights related to the Submission and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against HYFTO for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

4. Default

All requests submitted by the Client will be delivered within 48 hours on business days Monday to Friday. Requests will be processed and delivered to the Client in the order they are received. There is an allowance of a maximum of 10 requests in the queue at a time, or as set by the queue or subscription, whichever is lower.

The occurrence of any of the following shall constitute a material default under this Contract:

(a) The failure to make a required payment when due.
(b) The insolvency or bankruptcy of either party.
(c) The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
(d) The failure to make available or deliver the Services in the time and manner provided for in this Contract.

5. Remedies

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

6. Force Majeure

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party who is unable to carry out its obligations and gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non- performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.

7. Dispute Resolution

The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, any dispute arising out of or in connection with this Contract shall be resolved through arbitration and the decision of the arbitrator(s) shall be final and binding upon both parties.

8. Entire Agreement

Except in the case of a custom arrangement or subscription of Services mutually agreed in writing, this Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

9. Severability

If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

10. Amendment

This Contract may be modified or amended if the amendment is made in writing and is signed by both parties.

11. Governing Law

This Contract shall be construed in accordance with the laws of the State of New York.

12. Notice

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

13. Waiver of Contractual Right

The failure of either party to enforce any provision of this Contract 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 Contract.

14. Construction and Interpretation

The document shall be deemed as if it were drafted by both parties in a mutual effort.

15. Client agrees to all terms of service and privacy policies of third-parties used to provide Services including but not limited to Adobe, Campaign Monitor, Constant Contact, Dialpad, Elementor, Facebook, Google, GoDaddy, Instagram, Mailchimp, Meta, SoundStripe, TikTok, Queue, WordPress, Webflow.

16. Indemnification

The Client shall indemnify, defend, and hold harmless HYFTO, its agents, employees, officers, and subcontractors from any claims, demands, lawsuits, liabilities, losses, damages, costs, and expenses (including attorney’s fees and court costs) that may arise out of or in connection with the marketing materials or work(s) provided by the Service Provider, including but not limited to logo designs. This indemnification shall extend to any claims brought by the Client or the Client’s competitors, including claims related to alleged copyright or trademark infringement, misrepresentation, or any other legal cause of action.

17. Non-Liability

The Client expressly acknowledges and agrees that the Service Provider shall not be held liable for any legal actions, disputes, or damages resulting from the use, distribution, or implementation of the marketing materials or work(s), including logo designs, provided under this Contract. HYFTO disclaims any liability for claims arising from the marketing materials, and the Client assumes all responsibility for the consequences of their use.

18. Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, whose consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representative(s).

This Contract is hereby accepted and executed by the parties hereto as of the Effective Date of the Client’s sign-up for HYFTO’s services, and/or committing to a free trial or subscription5