Terms of Service
Terms of Service
Effective Date: September 18, 2025
Last Updated: September 18, 2025
1. Introduction
These Terms of Service (“Terms”) govern the access to and use of services provided by Joalia, Inc. (“Joalia,” “we,” “our,” or “us”). By accessing or using our services, you (“Client” or “you”) agree to be bound by these Terms. If you do not agree, you must not use our services.
2. Scope of Services
Joalia provides specialized services in creative strategy, digital design, hospitality consulting, brand development, operational strategy, and related professional services (collectively, the “Services”). Specific services, timelines, and deliverables will be outlined in separate contracts, proposals, or statements of work (“Agreements”) executed between Joalia and the Client.
3. Client Responsibilities
The Client agrees to:
Provide accurate, complete, and timely information, materials, and approvals necessary for Joalia to deliver Services.
Cooperate fully and respond promptly to reasonable requests from Joalia.
Ensure that all content or materials provided do not infringe any intellectual property, proprietary, or other legal rights of third parties.
4. Fees, Payment, and Invoicing
Fees and payment terms shall be as specified in the applicable Agreement.
All payments must be made in accordance with the terms of the Agreement. Late payments may incur interest or additional charges as specified therein.
The Client shall bear responsibility for all taxes, duties, and governmental charges arising from the provision of Services.
5. Confidentiality
Both parties shall maintain strict confidentiality of any proprietary or confidential information disclosed in connection with the engagement, including business plans, strategies, client data, and trade secrets. Confidentiality obligations survive termination of the engagement.
6. Intellectual Property
Unless otherwise agreed in writing, all intellectual property rights in materials, deliverables, or work products created by Joalia remain the exclusive property of Joalia.
The Client is granted a limited, non-exclusive, non-transferable license to use such materials solely for the purpose for which they were delivered.
7. Data Privacy
Joalia will handle personal data in accordance with applicable privacy laws. The Client is responsible for ensuring compliance with privacy requirements in relation to the data it provides. Joalia may process client data only as necessary to provide the Services.
8. Indemnification
The Client agrees to indemnify, defend, and hold harmless Joalia, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses arising out of:
The Client’s breach of these Terms or the applicable Agreement;
Content or materials provided by the Client; or
The Client’s violation of applicable laws or third-party rights.
9. Limitation of Liability
Joalia’s liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific Services giving rise to the claim. Joalia shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits or business interruption.
10. Termination
Either party may terminate the Agreement with written notice. Upon termination:
The Client shall pay for all Services rendered through the effective date of termination.
Joalia shall deliver all completed work products to the Client, subject to full payment.
11. Dispute Resolution
Negotiation: The parties shall first attempt in good faith to resolve disputes through informal negotiation.
Arbitration: Any unresolved dispute shall be submitted to binding arbitration in New York County, New York, under the rules of the American Arbitration Association.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
12. Governing Law
These Terms and any Agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
13. Force Majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labor disputes, or technical failures.
14. Amendments
Joalia reserves the right to amend these Terms at any time. Material changes will be communicated to Clients. Continued use of our Services following notice constitutes acceptance of the amended Terms.
15. Entire Agreement
These Terms, together with any Agreements, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations, whether written or oral, relating to the Services.
Effective Date: September 18, 2025
Last Updated: September 18, 2025
1. Introduction
These Terms of Service (“Terms”) govern the access to and use of services provided by Joalia, Inc. (“Joalia,” “we,” “our,” or “us”). By accessing or using our services, you (“Client” or “you”) agree to be bound by these Terms. If you do not agree, you must not use our services.
2. Scope of Services
Joalia provides specialized services in creative strategy, digital design, hospitality consulting, brand development, operational strategy, and related professional services (collectively, the “Services”). Specific services, timelines, and deliverables will be outlined in separate contracts, proposals, or statements of work (“Agreements”) executed between Joalia and the Client.
3. Client Responsibilities
The Client agrees to:
Provide accurate, complete, and timely information, materials, and approvals necessary for Joalia to deliver Services.
Cooperate fully and respond promptly to reasonable requests from Joalia.
Ensure that all content or materials provided do not infringe any intellectual property, proprietary, or other legal rights of third parties.
4. Fees, Payment, and Invoicing
Fees and payment terms shall be as specified in the applicable Agreement.
All payments must be made in accordance with the terms of the Agreement. Late payments may incur interest or additional charges as specified therein.
The Client shall bear responsibility for all taxes, duties, and governmental charges arising from the provision of Services.
5. Confidentiality
Both parties shall maintain strict confidentiality of any proprietary or confidential information disclosed in connection with the engagement, including business plans, strategies, client data, and trade secrets. Confidentiality obligations survive termination of the engagement.
6. Intellectual Property
Unless otherwise agreed in writing, all intellectual property rights in materials, deliverables, or work products created by Joalia remain the exclusive property of Joalia.
The Client is granted a limited, non-exclusive, non-transferable license to use such materials solely for the purpose for which they were delivered.
7. Data Privacy
Joalia will handle personal data in accordance with applicable privacy laws. The Client is responsible for ensuring compliance with privacy requirements in relation to the data it provides. Joalia may process client data only as necessary to provide the Services.
8. Indemnification
The Client agrees to indemnify, defend, and hold harmless Joalia, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses arising out of:
The Client’s breach of these Terms or the applicable Agreement;
Content or materials provided by the Client; or
The Client’s violation of applicable laws or third-party rights.
9. Limitation of Liability
Joalia’s liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific Services giving rise to the claim. Joalia shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits or business interruption.
10. Termination
Either party may terminate the Agreement with written notice. Upon termination:
The Client shall pay for all Services rendered through the effective date of termination.
Joalia shall deliver all completed work products to the Client, subject to full payment.
11. Dispute Resolution
Negotiation: The parties shall first attempt in good faith to resolve disputes through informal negotiation.
Arbitration: Any unresolved dispute shall be submitted to binding arbitration in New York County, New York, under the rules of the American Arbitration Association.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
12. Governing Law
These Terms and any Agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
13. Force Majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labor disputes, or technical failures.
14. Amendments
Joalia reserves the right to amend these Terms at any time. Material changes will be communicated to Clients. Continued use of our Services following notice constitutes acceptance of the amended Terms.
15. Entire Agreement
These Terms, together with any Agreements, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations, whether written or oral, relating to the Services.