Terms of Service

Effective date: August 27, 2025

These Terms of Use (“Terms”) govern your access to and use of 8 Millennia LLC’s websites, digital assets, and Services, including our build-operate-transfer model for social/digital properties and related offerings (collectively, the “Offerings”). By accessing or using the Offerings, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If you and 8 Millennia have signed a Master Services Agreement, Order Form, or Statement of Work (each, an “SOW”), those documents control in the event of a conflict with these Terms.

1) Definitions

  • “Assets” mean digital properties we create, manage, or transfer (e.g., social media accounts/handles, pages, content libraries, domains, creative templates, and associated metadata).

  • “Client Materials” mean materials you provide to us (e.g., branding, copy, media, lists).

  • “Work Product” means deliverables we develop under an SOW (e.g., campaigns, creatives, playbooks), excluding our pre-existing IP, tools, and know-how.

2) Eligibility & accounts
You must be at least 18 and able to enter a contract. You are responsible for your account credentials and for all activities under your account.

3) Use of the Offerings
You may use the Offerings only for lawful purposes and in accordance with these Terms, any SOW, and all applicable platform rules (e.g., Meta, X, TikTok, YouTube). Platform compliance is your responsibility; you acknowledge that platform policies can change and may impact reach, features, or account status.

4) Proposals, SOWs, and changes
Scope, timelines, and fees are set out in SOWs or Order Forms. Changes require written agreement (email is sufficient unless the SOW requires a formal change order).

5) Fees, invoicing, and taxes
You agree to pay fees per the SOW. Unless otherwise stated, fees are exclusive of taxes and non-refundable. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs.

6) Assets: build, operation, and transfer

  • Operation. We may operate Assets on your behalf using authorized access you provide. You agree to maintain ownership/control of platform accounts, comply with platform terms, and enable 2FA where available.

  • Transfer. For asset transfers (to you or a third-party buyer you designate), we will coordinate credential handover and permissions. We do not guarantee that any platform will allow transfer or continued operation of an Asset, and we are not liable for suspension, restriction, or loss of features caused by platform decisions or policy changes.

  • Data hygiene. Prior to transfer, we will take commercially reasonable steps to minimize or remove extraneous personal data in the Asset and rotate credentials.

  • Representations. Each party represents it has obtained all rights/permissions necessary for creation, operation, and transfer of Assets and will not misrepresent affiliation, identity, or endorsements.

7) Client responsibilities
You will (a) provide timely feedback and accurate information; (b) ensure you have all rights to Client Materials; (c) comply with laws and platform rules; (d) not request unlawful or deceptive practices (e.g., fake engagement, spam, or undisclosed endorsements).

8) Intellectual property

  • Client Materials. You retain ownership; you grant us a non-exclusive license to use them to provide the Offerings.

  • Work Product. Upon full payment, and unless otherwise stated in an SOW, we grant you a worldwide, perpetual, non-exclusive license to use the Work Product for your business. If an SOW states “work-made-for-hire” or assignment, then Work Product is assigned as specified.

  • 8 Millennia IP. We retain all rights in our pre-existing and underlying IP, tools, templates, processes, and know-how. We may reuse general learnings and non-confidential know-how.

9) Publicity
We may use your name and logo to identify you as a client and reference high-level results, unless you opt-out in writing.

10) Confidentiality
Each party will protect the other’s non-public information with reasonable care and use it only to perform under these Terms or an SOW.

11) Acceptable use
You will not: (a) violate laws, IP rights, or platform terms; (b) attempt to gain unauthorized access to systems; (c) transmit malware; (d) engage in harassment, hate speech, or illegal advertising; (e) buy/sell followers or engagement in violation of platform policies; (f) mislead audiences about endorsements or sponsorships.

12) Compliance & disclosures
You are responsible for making legally required disclosures (e.g., sponsorship/affiliate disclosures, sweepstake rules, required consents for marketing). We can provide guidance but do not provide legal advice.

13) Warranties & disclaimers
Each party represents it has authority to enter these Terms. EXCEPT AS EXPRESSLY SET OUT IN AN SOW, THE OFFERINGS ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). We do not guarantee specific results (e.g., “virality,” followers, revenue). Platforms and algorithms change frequently.

14) Indemnification
You will defend and indemnify 8 Millennia and its affiliates against claims arising from (a) your Client Materials; (b) your use of the Offerings in violation of these Terms, law, or platform rules; (c) your products/services or campaigns; (d) your requested targeting or messaging.

15) Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 8 MILLENNIA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, LOST PROFITS/REVENUE/GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE IS LIMITED TO THE AMOUNTS YOU PAID TO 8 MILLENNIA FOR THE OFFERINGS GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT.

16) Term & termination
These Terms remain in effect while you use the Offerings. Either party may terminate for material breach not cured within 15 days after notice. Upon termination, you will pay for Services performed through the effective termination date; sections that by nature should survive (e.g., IP, fees, confidentiality, limitations) will survive.

17) Dispute resolution; governing law
These Terms are governed by the laws of [State/Country], excluding conflicts of law rules. Arbitration. Any dispute will be resolved by binding arbitration under [JAMS/AAA] in [City, State], in English, before a single arbitrator. Either party may seek injunctive relief in a court of competent jurisdiction for IP or confidentiality breaches. Class-action waiver. Disputes must be brought individually, not as a class. 30-day opt-out. You may opt out of arbitration by emailing [admin@8millennia.com] within 30 days of first acceptance.

18) Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., platform outages, changes in platform APIs/policies, acts of God, war, labor disputes, governmental actions).

19) Assignment
You may not assign these Terms without our prior written consent; we may assign in connection with a merger, acquisition, or sale of assets.

20) Changes to the Terms
We may update these Terms by posting a revised version with a new effective date. Material changes will be highlighted on the Sites. Continued use after changes constitutes acceptance.

21) DMCA & IP complaints
If you believe content accessible via our Offerings infringes your copyright, please send a notice to [admin@8millennia.com] with: (a) your contact info; (b) identification of the copyrighted work; (c) identification of the material and its location; (d) a statement of good-faith belief; (e) a statement under penalty of perjury; and (f) your physical or electronic signature.

22) Notices
Notices to 8 Millennia must be sent to admin@8millennia.com

23) Entire agreement & order of precedence
These Terms, together with any SOWs and addenda, constitute the entire agreement regarding the Offerings. If there is a conflict, the following order controls: (1) an executed SOW or Master Agreement; (2) any applicable Data Processing Addendum; (3) these Terms; (4) any other document referenced.