TERMS AND CONDITIONS

Thank you for selecting Basica Latam, LLC (“Basica”), to help you with your project. We are excited to work with you and want to confirm the terms and conditions of our work to ensure we are providing you with quality work and you are satisfied with our work. By using our services, you agree to comply with and be bound by the following terms and conditions of use (“Terms and Conditions”). These Terms and Conditions apply to all of the services we provide including but not limited to research, design, creation, production of advertising, communication, promotional and sales materials (collectively, our “Services”).

Please review these terms and conditions carefully. If you do not agree to these terms and conditions, you should not use our services.

1. These Terms & Conditions are an agreement made by and between Basica, and you (“you”, “your”, or the “Client”). By using our services, you agree that you have read, understand, and agree to be bound by the Terms and Conditions. Basica will analyze, work, process record of the Client’s customers data, issues messages on behalf of the Client to the customers. By using our services, Client is authorizing Basica to utilize client’s data and information to complete the services requested by Client.
2. Basica will comply with all data collection, use, and privacy laws.
3. Project Management. By using our Services, you authorize Basica to appoint a project manager and all necessary staff to complete the Services requested of Basica.
4. Client will retain all ownership rights of all trademarks, materials, and information provided to Basica. Both Client and Basica will have ownership of final work product produced under any service agreement. Future use by Basica, of any work product created for Client will be appropriately redacted or edited so as to protect private, confidential, or proprietary information.
5. Trademarks and Intellectual Property. Client acknowledges and agrees that Basica may use any and all of Client’s trademark or copyrighted logos, images, or insignias both for any services provided and on Basica’s webpage for advertising purposes and that it is the rightful owner of any intellectual property shard with Basica.
6. Compliance with Laws. You agree to comply with all applicable laws regarding your use of our Services. You further agreed that information provided by you is truthful and accurate to the best of your knowledge.
7. You agree to indemnify, defend and hold Basica, and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of our Services including any alleged violation of any intellectual.
8. You acknowledge that you have been informed and understand that Basica does not guarantee any commercial results of the Client’s business as a result of services rendered. Basica makes no guarantee or promise as to the success or outcome of any service provided. No offer, statements, communications whether written or oral in any meeting or discussion between Basica and the Client maybe construed as the promise of any commercial results in the Client’s business. Client understands that business results depend on a variety of factors including but not limited to advertising, communication, market complexity, competition, product quality, pricing, and economy.
9. Billing and Payment. Basica will send invoices to the Client at the beginning of each project for the services Basica will provide. By signing the agreement, the Client represents that will read the invoice and will pay their invoice promptly in accordance with the scheduled outlined on the invoice. Invoice must be paid either in cash or by wire transfer. If for any reason Basica is unable to process a payment and monies must be returned the Client agrees to an additional charge of $35.00. All service and product pricing reflect the price before the any additional taxes.
10. Termination and Non-Payment. Basica may terminate this Agreement at any time, with or without notice, for any reason. Basica will have the right to terminate or suspend work if Client is more than 10 days late on any one Invoice.
11. Limitation of Liability. Under no circumstances will Basica be liable or responsible for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), special, exemplary, punitive, or other damages, under any legal theory, arising out of or in any way relating to our services, your use of our services, or the content, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with our services and/or content is to cease all of your use of our services. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
12. Use of Information. Basica reserves the right, and you authorize us, to use and assign all information regarding site uses by you and all information provided by you in any manner consistent with our Privacy Policy.
13. Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

1. Applicable Law Jurisdiction, and Venue. You agree that the laws of the state of Florida, without regard to conflicts of law’s provisions will govern these Terms and Condition of Use and any dispute that may arise between you and Basica, or its affiliates. In the event of any dispute arising from or relating to this Agreement, jurisdiction shall lie in the Florida State or Federal Courts of Palm Beach County.
2. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect
3. The failure of Basica to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Basica must be in writing and signed by an authorized representative of Basica.
4. Relationship of the Parties. Nothing contained in this Agreement or your use of our Services shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such.  Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
5. Attorney’s Fees. In the event of any action or litigation arising out of or related to this Agreement, the Prevailing Party shall be entitled to recover their reasonable attorney’s fees and costs through any appeal and in any hearing to determine entitlement and reasonableness of attorney’s fees.
6. Entire Agreement. This Terms of Use constitutes the entire agreement between you and Basica and governs the terms and conditions of your use of our Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Basica with respect to our Services. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use our Services. Basica may revise this Terms of Use at any time by updating this Agreement and posting it on our website or any of our Services.  Accordingly, you should visit the website and any other applicable Services and review the Terms of Use periodically to determine if any changes have been made. Your continued use of our Services after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.