Terms of Service.
The terms that govern your use of this site and our services.
These Terms of Service ("Terms") govern your use of the Warm Welcome LLC website and services.
1. Agreement to Terms
By accessing or using this website, entering into a service agreement with us, placing an order, or otherwise engaging Warm Welcome LLC ("Warm Welcome," "we," "us," or "our") to provide services, you ("Client," "you," or "your") agree to these Terms.
If you do not agree to these Terms, you should not use our website or engage our services.
For paid services, these Terms apply together with any proposal, order form, statement of work, subscription agreement, or other written service agreement between Warm Welcome and Client (collectively, the "Service Agreement").
If there is a direct conflict between these Terms and a signed Service Agreement, the Service Agreement will control with respect to that conflict unless expressly stated otherwise.
2. Our Services
Warm Welcome provides services that may include:
- Social media management;
- Social media content creation;
- Graphic design;
- Copywriting and caption creation;
- Scheduling and publishing content;
- Social media strategy;
- Hashtag and content strategy;
- Management of social media accounts;
- Custom branded promotional products; and
- Other marketing or creative services agreed upon with Client.
The specific scope, deliverables, platforms, posting frequency, pricing, and other requirements for an engagement will be described in the applicable Service Agreement.
Services or deliverables not expressly included in the applicable Service Agreement are outside the scope of the engagement and may require additional fees.
3. No Guaranteed Results
Warm Welcome will use commercially reasonable efforts to perform the services described in the applicable Service Agreement.
However, marketing and social media performance are affected by circumstances outside our control. Accordingly, Warm Welcome does not guarantee any particular:
- Number of followers;
- Engagement rate;
- Reach or impressions;
- Website traffic;
- Leads or inquiries;
- Sales;
- Revenue;
- Search or platform ranking;
- Return on investment; or
- Other business or marketing result.
Results may be affected by platform algorithms, platform policies, account history, audience behavior, market conditions, competition, Client decisions, economic conditions, and other factors beyond Warm Welcome's control.
A decline or change in performance does not, by itself, constitute a failure by Warm Welcome to perform its contractual obligations.
4. Client Responsibilities
Client agrees to cooperate reasonably with Warm Welcome and to provide information, materials, access, approvals, and feedback reasonably necessary for us to perform the services.
Client is responsible for providing accurate and current information concerning its business, products, services, promotions, pricing, employees, customers, events, and other matters included in Client's marketing.
Delays in receiving required information, materials, access, approvals, or feedback may result in delayed services or publication schedules, and Warm Welcome will not be responsible for delays caused by Client.
Client agrees not to direct Warm Welcome to create, publish, distribute, or manufacture anything that Client knows is unlawful, fraudulent, defamatory, misleading, infringing, or otherwise violates applicable law or third-party rights.
5. Client Materials and Warranties
Client may provide Warm Welcome with logos, photographs, videos, trademarks, trade names, text, testimonials, product information, music, graphics, customer content, and other materials ("Client Materials").
Client represents and warrants that:
- Client owns the Client Materials or possesses all licenses, permissions, releases, and other rights necessary for Warm Welcome to use them as directed;
- Warm Welcome's authorized use of Client Materials will not violate any third-party copyright, trademark, privacy, publicity, contractual, or other rights;
- Factual information supplied by Client is accurate to the best of Client's knowledge; and
- Client has obtained any permissions or releases required for people, properties, testimonials, or other protected materials contained in Client Materials.
Warm Welcome may rely on information and materials supplied or approved by Client unless we know or reasonably believe the information is unlawful or materially misleading.
6. Client Review and Approval
When Warm Welcome provides content, designs, advertisements, promotional materials, or other deliverables to Client for approval, Client is responsible for reviewing them carefully before approval.
By approving a deliverable, Client confirms, to the best of Client's knowledge, that:
- Business information is accurate;
- Prices, dates, offers, statistics, and factual claims are accurate;
- Client is authorized to make any claims contained in the content;
- Client has the right to use any Client Materials included in the content; and
- Client authorizes Warm Welcome to publish, distribute, produce, or otherwise use the approved deliverable as contemplated by the Service Agreement.
Client approval does not require Warm Welcome to publish material that Warm Welcome reasonably believes is unlawful, deceptive, infringing, or prohibited by an applicable platform.
If the Service Agreement authorizes Warm Welcome to publish content without individual pre-approval, Client remains responsible for providing accurate brand, business, product, and service information and promptly notifying Warm Welcome of material changes.
7. Advertising, Endorsements, and Legal Compliance
Client is responsible for the legality and substantiation of claims concerning Client's products, services, business, promotions, pricing, results, or other factual representations supplied or requested by Client.
Client agrees to inform Warm Welcome of any material connection, sponsorship, compensation, free product, affiliate relationship, or other circumstance that may legally require disclosure in content we create or publish.
Warm Welcome may include disclosures that we reasonably believe are appropriate or legally required.
Neither party will knowingly direct the other to engage in deceptive advertising, undisclosed paid endorsements, fake reviews, unlawful marketing practices, or other conduct that violates applicable law.
Warm Welcome reserves the right to refuse, modify, postpone, or remove content that we reasonably believe may violate applicable law, regulation, third-party rights, or platform rules.
8. Social Media Accounts and Platform Access
When necessary to perform the services, Client may authorize Warm Welcome to access or manage Client's social media accounts or related business tools.
Client retains ownership and ultimate control of its accounts.
Client is responsible for maintaining accurate account ownership information and appropriate account security. Where available, Client should provide access through platform-approved business-management, administrator, partner, or delegated-access tools rather than sharing personal passwords.
Warm Welcome will use commercially reasonable measures to safeguard account credentials and access information provided to us.
Client agrees to notify Warm Welcome promptly if access should be revoked or if Client becomes aware of unauthorized account activity.
9. Platform Disclaimer
Warm Welcome is an independent service provider and is not affiliated with, endorsed by, sponsored by, or officially connected with Facebook, Instagram, Meta, X, LinkedIn, TikTok, or any other third-party platform unless expressly stated otherwise.
Third-party platforms independently control their algorithms, policies, functionality, availability, content moderation, and account enforcement.
Warm Welcome is not responsible for platform actions or circumstances outside our reasonable control, including:
- Algorithm changes;
- Reduced organic reach;
- Content removal;
- Account restrictions;
- Account suspension or termination;
- Platform outages;
- Changes to platform functionality;
- Changes to verification systems;
- Changes to advertising policies; or
- Changes to platform terms or requirements.
Nothing in this section excuses Warm Welcome from responsibility for its own breach of the Service Agreement or conduct for which liability cannot legally be excluded.
10. Payment
Fees, billing schedules, payment deadlines, deposits, subscription terms, and other financial terms are described in the applicable Service Agreement or order.
Client agrees to pay all amounts when due.
Late or missed payments may result in suspension of work, delayed publication, withholding of deliverables, cancellation of pending orders, or termination of services as permitted by the Service Agreement and applicable law.
Unless otherwise stated in the applicable Service Agreement, amounts already paid are non-refundable to the extent permitted by law, except where Warm Welcome fails to provide services for which payment was made or a refund is otherwise required by applicable law.
Client remains responsible for amounts properly incurred or earned before termination.
11. Intellectual Property
Subject to full payment of all amounts due for the applicable work, Client owns the final original deliverables specifically created by Warm Welcome for Client and delivered as final work product, except for Third-Party Materials and Warm Welcome Materials as described below.
Warm Welcome retains ownership of:
- Rejected or unused concepts;
- Preliminary drafts;
- Internal working files;
- Processes and methods;
- Know-how;
- Reusable systems;
- Templates and frameworks not created exclusively for Client; and
- Other pre-existing or independently developed materials ("Warm Welcome Materials").
To the extent Warm Welcome Materials are incorporated into a final deliverable, Client receives a non-exclusive, perpetual license to use those materials as incorporated into the final deliverable for Client's business and marketing purposes.
Deliverables may contain stock photographs, fonts, music, software, platform assets, templates, licensed graphics, or other third-party materials ("Third-Party Materials"). Third-Party Materials remain subject to the applicable owner's license and are not transferred to Client beyond the rights permitted by that license.
12. Portfolio Rights
Unless Client requests otherwise in writing, Warm Welcome may display completed and publicly released work created for Client in Warm Welcome's website, portfolio, social media accounts, presentations, proposals, and other promotional materials for the purpose of demonstrating our services.
Warm Welcome will not knowingly disclose Client's confidential information in exercising these portfolio rights.
13. Confidentiality
Each party may receive non-public information concerning the other party's business, operations, customers, strategies, passwords, accounts, finances, or other confidential matters ("Confidential Information").
Each party agrees to use reasonable care to protect the other party's Confidential Information and to use it only as necessary to perform or receive the services.
Confidential Information does not include information that is publicly available through no breach of these Terms, independently developed without use of the other party's Confidential Information, or lawfully received from another source without a duty of confidentiality.
Disclosure may be made when required by law, court order, or valid governmental process.
14. Third-Party Services
Warm Welcome may use third-party software, social media platforms, scheduling services, printing companies, manufacturers, shipping providers, stock-media providers, artificial intelligence tools, or other vendors in performing the services.
Warm Welcome is not responsible for failures, outages, policy changes, or other acts or omissions of independent third parties outside our reasonable control.
Any third-party materials or services remain subject to their applicable terms, licenses, and policies.
15. Promotional Products
For custom promotional products, Client is responsible for reviewing and approving proofs, artwork, spelling, colors, quantities, sizes, and other specifications before production when approval is requested.
Colors, placement, dimensions, and appearance may vary reasonably due to differences in screens, printing methods, materials, manufacturing processes, and production runs.
Once production has begun, customized products may not be cancelled, changed, returned, or refunded except where required by law or where products materially fail to conform to the approved order due to an error attributable to Warm Welcome or its vendor.
Production and shipping estimates are estimates unless expressly guaranteed in writing.
16. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
WARM WELCOME DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT SUCH WARRANTIES MAY LEGALLY BE DISCLAIMED.
Nothing in these Terms excludes any warranty or right that cannot legally be waived.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARM WELCOME AND ITS OWNERS, EMPLOYEES, AGENTS, AND CONTRACTORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARM WELCOME'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO WARM WELCOME UNDER THAT SERVICE ENGAGEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
If the applicable engagement has existed for less than six months, the cap will be the total fees actually paid under that engagement as of the date of the event giving rise to the claim.
The limitations in this section apply regardless of the legal theory asserted, including contract, tort, or negligence, but do not limit liability for fraud, willful misconduct, gross negligence to the extent it cannot legally be limited, or any other liability that applicable law does not permit the parties to exclude or limit.
18. Indemnification
To the extent permitted by applicable law, Client agrees to indemnify, defend, and hold harmless Warm Welcome and its owners, employees, agents, and contractors from third-party claims, damages, judgments, liabilities, losses, and reasonable attorneys' fees arising out of or relating to:
- Client Materials;
- Factual claims or information supplied or expressly approved by Client;
- Client's breach of these Terms or the applicable Service Agreement;
- Client's violation of applicable law;
- Client's infringement or violation of a third party's intellectual property, privacy, publicity, or other rights; or
- Client's unauthorized or unlawful use of deliverables provided by Warm Welcome.
Client's indemnification obligations do not apply to the extent a claim results from Warm Welcome's own fraud, willful misconduct, or other conduct for which indemnification may not legally be required.
Warm Welcome will provide Client reasonable notice of an indemnified claim and reasonable cooperation in its defense.
19. Termination
Either party may terminate an ongoing engagement according to the cancellation or notice provisions contained in the applicable Service Agreement.
Upon termination:
- Client remains responsible for fees earned for work already performed;
- Client remains responsible for approved or non-cancellable third-party costs incurred on Client's behalf;
- Warm Welcome may cease work and revoke access granted solely for purposes of providing the services; and
- Each party should promptly return or discontinue use of the other party's confidential credentials and access as appropriate.
Provisions that by their nature should survive termination—including payment obligations, intellectual property provisions, confidentiality, limitations of liability, indemnification, and dispute-resolution provisions—will survive termination.
20. Force Majeure
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, governmental action, labor disputes, widespread internet or telecommunications failures, platform outages, supply-chain disruptions, or similar events.
The affected party will use commercially reasonable efforts to resume performance when reasonably possible.
21. Dispute Resolution and Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
Except for an eligible individual action brought in small claims court or a claim for which applicable law prohibits mandatory arbitration, Client and Warm Welcome agree that disputes, claims, or controversies arising out of or relating to these Terms, a Service Agreement, the services, or the parties' business relationship will be resolved through binding individual arbitration rather than a trial in court.
Before initiating arbitration, the complaining party will provide the other party written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after receipt of the notice.
If the dispute is not resolved, arbitration will take place in Utah before a single neutral arbitrator under the applicable commercial arbitration rules of an established arbitration provider agreed upon by the parties.
If the parties cannot agree on an arbitration provider within fifteen (15) days after a written request to arbitrate, either party may petition a court of competent jurisdiction to appoint an arbitrator or otherwise resolve the arbitrator-selection issue as permitted by applicable law.
The arbitrator may award any individual remedy available under applicable law that is consistent with these Terms.
TO THE EXTENT PERMITTED BY LAW, CLIENT AND WARM WELCOME EACH WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
If any portion of this arbitration provision is found unenforceable, it will be treated in accordance with the Severability section below, except where applicable law requires a different result.
22. Governing Law and Venue
These Terms and the parties' relationship are governed by the laws of the State of Utah, without regard to conflict-of-law principles.
Subject to the arbitration provisions above, any judicial proceeding permitted under these Terms will be brought in a state or federal court with jurisdiction in Salt Lake County, Utah, and each party consents to personal jurisdiction and venue there.
23. Severability
If a court or arbitrator with appropriate authority determines that any provision of these Terms is invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where appropriate, severed.
The remaining provisions will continue in full force and effect unless applicable law requires otherwise.
24. Waiver
A party's failure or delay in enforcing a provision of these Terms does not waive that provision or the right to enforce it later.
A waiver regarding one event does not constitute a waiver regarding any subsequent event.
25. Assignment
Client may not assign or transfer its rights or obligations under a Service Agreement without Warm Welcome's prior written consent, except as otherwise required by applicable law.
Warm Welcome may assign these Terms or a Service Agreement in connection with a merger, acquisition, reorganization, sale of substantially all relevant assets, or similar business transaction, subject to applicable law.
26. Entire Agreement
These Terms, together with the applicable Service Agreement and any documents expressly incorporated into it, constitute the entire agreement between Warm Welcome and Client regarding the applicable services and supersede prior discussions, representations, or agreements concerning those services, except for any written agreement expressly intended to survive.
27. Changes to These Terms
Warm Welcome may update these Terms from time to time.
Updated Terms will be posted with a revised "Last Updated" date.
For existing paid engagements, a material change to these Terms will apply prospectively and in accordance with the applicable Service Agreement and applicable law. Warm Welcome will not rely solely on continued website use to retroactively impose a material change to payment obligations, dispute-resolution rights, or liability provisions governing services already purchased.
28. Electronic Communications
Client agrees that communications, approvals, agreements, notices, and other records may be provided electronically where permitted by law.
Electronic approvals and signatures may have the same effect as physical approvals and signatures to the extent permitted by applicable law.
29. Contact Us
Questions concerning these Terms may be sent to:
Warm Welcome LLC
Email: social-media@warmwelcomellc.com
Fair terms. No surprises.
Straightforward terms, built to protect both sides of the relationship.
