TERMS AND CONDITIONS

1. Introduction & Acceptance of Terms

Welcome to REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions) (“the Company,” “we,” “our,” or “us”).

These Terms and Conditions (“Terms” or “Agreement”) constitute a legally binding agreement between you (“User,” “Client,” or “you”) and the Company.

By accessing, browsing, or using our website REDSHIFTcreative.co, or any of our related digital platforms, products, or services (collectively, the “Services”), you acknowledge that you have read, understood, and agreed to be bound by these Terms.

This Agreement also incorporates by reference our Privacy Policy and Terms of Sale, both of which form integral parts of these Terms.

If you do not agree with any portion of this Agreement, you must immediately discontinue using our Services.
Your continued use of the Services shall constitute your ongoing acknowledgment and acceptance of these Terms and any subsequent modifications that may be made from time to time.

The Company reserves the right to amend, update, or revise these Terms at its sole discretion and without prior notice. Any modifications will take effect upon being posted on our website, and it is your responsibility to periodically review the most current version.

By continuing to use the Services after any such update, you agree to be bound by the modified Terms.

These Terms are intended to ensure clarity, transparency, and mutual understanding between the Company and all users or clients accessing its Services.

2. Definitions

For the purposes of these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings set forth below:

2.1 “Company” refers to REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions), including its affiliates, subsidiaries, directors, employees, contractors, and authorized agents.

2.2 “Client” or “User” means any individual or legal entity who accesses, browses, or uses the Company’s website, services, or materials, whether directly or through any digital platform operated by the Company.

2.3 “Services” means any creative, digital, media production, consulting, or related professional services provided by the Company, including but not limited to photography, videography, design, editing, branding, marketing, and digital content delivery.

2.4 “Website” refers to the Company’s official website: [www.redshiftcreative.co] and any subdomains or online platforms operated under the Company’s name.

2.5 “Project Files” means all materials delivered by the Company to the Client, including but not limited to photos, videos, documents, graphics, data, or other creative outputs, whether in physical or digital format.

2.6 “Intellectual Property (IP)” refers to all copyrights, trademarks, trade names, service marks, trade secrets, patents, concepts, designs, and other proprietary rights owned or licensed by the Company.

2.7 “Agreement” or “Terms” means this document titled Terms and Conditions, together with all policies incorporated by reference, including the Privacy Policy and Terms of Sale.

2.8 “Effective Date” means the date on which the User first accesses or uses the Company’s Services, which shall be deemed acceptance of these Terms.

2.9 “Authorized Representative” means any person duly authorized in writing by the Company to act on its behalf in contractual, operational, or communication matters.

2.10 “User Content” means any material, data, information, images, media, or communications submitted, uploaded, shared, or transmitted by the User through the Services, including comments, messages, and creative inputs.

2.11 “Third-Party Services” means any websites, applications, tools, platforms, subcontractors, vendors, or other services not owned, operated, or controlled by the Company, but which may be linked to, integrated with, or used in connection with the Company’s Services, whether directly or indirectly.

2.12 “Deliverables” means any final creative work, media asset, product, or output developed, produced, or edited by the Company and delivered to the Client by any lawful means, including but not limited to email, digital link, cloud transfer, physical media, or any other approved delivery method, whether under a Statement of Work, project agreement, or other written or electronic confirmation.

2.13 “Force Majeure” means any event or circumstance beyond the reasonable control of the Company that prevents or delays performance, including, without limitation, natural disasters, government actions, strikes, civil unrest, wars, pandemics, cyberattacks, power failures, or major system interruptions. 

3. Scope of Services & Eligibility

3.1 Scope of Services

REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions) provides professional creative, digital, and media production services, including but not limited to photography, videography, editing, design, branding, and related consulting and technical services (collectively referred to as the “Services”).

All descriptions, visuals, and references to the Services provided on the Company’s website, social media, or marketing materials are for general informational purposes only and shall not constitute a binding legal offer, guarantee, or warranty of specific results.

The Company reserves the right, at its sole discretion, to modify, suspend, or discontinue any Service, project, or offering at any time without prior notice.

All Services are subject to availability and shall be provided in accordance with the specific project agreement, Statement of Work, quotation, or any written or electronic confirmation mutually acknowledged by the Company and the Client.

The Company’s obligations are limited strictly to the scope of work expressly agreed upon. The Company shall not be liable for any additional outcomes, indirect benefits, or implied expectations that go beyond the agreed-upon Deliverables.

The Company will perform Services in a professional manner consistent with generally accepted industry standards; however, Services and Deliverables are provided without any guarantee of specific results.

3.2 Eligibility to Use the Services

Access to and use of the Services are limited to individuals who are at least eighteen (18) years old, or to legal entities represented by duly authorized individuals.

By using the Services, you represent and warrant that you possess full legal capacity and authority to enter into this Agreement and to comply with all applicable laws and regulations.

You further agree to provide accurate, current, and complete information when interacting with the Company, and to promptly update such information if changes occur.

The Company reserves the right to refuse, suspend, or terminate access to the Services, in whole or in part, at its discretion and without prior notice, if a User violates these Terms, provides false or misleading information, or engages in misuse, abuse, or any conduct deemed harmful to the Company’s operations, reputation, or other Users. 

4. User Responsibilities.

4.1 General Conduct

By accessing or using any of the Company’s Services, you agree to act responsibly, ethically, and in full compliance with these Terms, all applicable U.S. federal, Illinois state, and local laws, and relevant industry standards. You further agree not to misuse the Services or engage in any conduct that could harm the Company, its affiliates, employees, clients, or other users.

You must not, without our prior written consent:

1. a) use the Services for any unlawful, fraudulent, defamatory, harassing, or abusive purpose;
2. b) interfere with or compromise the functionality, security, or integrity of the Services or servers;
3. c) attempt to gain unauthorized access to any accounts, data, or systems;
4. d) scrape, crawl, harvest, or monitor data, or frame/mirror any part of the Services;
5. e) reverse-engineer, decompile, disassemble, or circumvent any access-control or usage limits;
6. f) upload or transmit viruses, malicious code, or harmful components;
7. g) misrepresent your identity or affiliation;
8. h) use or share Company materials for commercial purposes without express written authorization.

4.2 Accuracy of Information

You agree to provide accurate, current, and complete information for project orders, account setup, and communications, and to promptly update such information if changes occur. The Company is not liable for errors, delays, or losses arising from inaccurate or outdated information you provide. 

4.3 IP & Confidentiality (Behavioral Duty)

You must respect all intellectual property rights of the Company and third parties and keep any confidential information shared by the Company strictly private. Detailed rules are set out in Section 5 (Intellectual Property & Ownership) and the Confidentiality section below. 

4.4 Responsibility for Accounts and Access

If you receive login credentials, secure links, or access to digital materials, you are solely responsible for maintaining their confidentiality and for all activities under your access. Notify the Company promptly of any unauthorized use or suspected breach. The Company is not liable for losses caused by your failure to safeguard access credentials.

4.5 Client Cooperation

You agree to provide timely feedback, materials, approvals, access, and other cooperation necessary for efficient performance. Unless expressly stated otherwise in a Statement of Work, you are responsible for obtaining all necessary permits, location permissions, and talent/model releases (including parental/guardian consents for minors) when production occurs at your direction. Delays or failures in cooperation may affect timelines and quality; the Company may adjust schedules and charge additional fees as needed.

4.6 User Content & Permissions

You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions to any content, materials, names, trademarks, music, or third-party assets you supply, and that such materials do not infringe any third-party rights. You grant the Company a limited, worldwide, royalty-free license to use such materials solely to perform the Services and create Deliverables. You remain solely responsible for such content and agree to defend, indemnify, and hold the Company harmless from claims arising out of it, as further described in the Indemnification section.

5. Intellectual Property & Ownership

5.1 Company Intellectual Property

All creative concepts, designs, production methods, technical know-how, templates, software tools, artistic direction, and any other proprietary materials used or developed by REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions) during the provision of Services (collectively, “Company IP”) remain the sole and exclusive property of the Company, whether or not they are incorporated into the final Deliverables.

No rights, title, or interest in the Company IP are transferred to the Client except as expressly granted herein. 

5.2 Client Ownership of Deliverables

Upon full payment of all fees due under the applicable Statement of Work, the Client shall own the tangible Deliverables specifically created for them—such as edited videos, photographs, designs, or other final creative outputs (collectively, “Deliverables”).

Ownership applies only to the final, delivered versions and does not include raw footage, source files, project files, or drafts, which remain the exclusive property of the Company unless otherwise agreed in writing. 

5.3 License to Company IP within Deliverables

To enable the Client’s use of the Deliverables, the Company grants the Client a non-exclusive, non-transferable, perpetual, worldwide, royalty-free license to use any portion of the Company IP embedded or incorporated within the Deliverables solely for the Client’s internal or commercial purposes, subject to any limitations stated in the applicable agreement.

The Client may not sublicense, resell, or exploit the Deliverables for third-party benefit without prior written consent.

5.4 Client-Provided Materials

The Client represents and warrants that all materials, logos, scripts, music, trademarks, or other content provided to the Company are owned or properly licensed by the Client.

The Client grants the Company a limited, worldwide, royalty-free license to use such materials for the purpose of performing the Services and producing Deliverables.

The Client shall indemnify and hold the Company harmless from any claims or damages arising out of materials provided by the Client that infringe or violate third-party rights.

5.5 Portfolio Use & Promotional Rights

The Client irrevocably authorizes REDSHIFT Creative to use any Deliverables or portions thereof—including clips, images, logos, project names, or behind-the-scenes materials—solely for the purpose of promoting, advertising, or showcasing the Company’s work and capabilities, including use on its website, social-media channels, printed materials, presentations, demo reels, and educational or portfolio contexts.

Such use does not grant the Company the right to alter or commercially exploit the Deliverables themselves, nor does it affect the Client’s ownership rights in the final Deliverables.

This authorization is granted permanently, without prior or future consent, and without any compensation to the Client.

The Client expressly waives any right to object to or restrict such promotional use.

For clarity:

1. a) The Client is solely responsible for clearly identifying in writing any materials or information considered confidential or proprietary before delivery.
2. b) The Company shall not be liable for any incidental, unintentional, or good-faith use or display of materials not clearly marked or communicated as confidential.
3. c) In the event of proven willful misuse of confidential information, the Company’s liability shall be strictly limited to direct damages only.

The Company may, at its discretion, credit the Client appropriately but is not obligated to do so.

5.6 Reservation of Rights

Except as expressly granted in this Section 5, all rights, title, and interest in and to all intellectual property, methods, tools, and materials remain with the Company.

No implied licenses are granted under this Agreement. Any unauthorized use of the Company’s IP or Deliverables beyond the licensed scope constitutes a material breach and may result in legal action.

6. Confidentiality & Data Protection 

6.1 Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”)—whether in writing, verbally, or electronically—that is marked or reasonably understood to be confidential, including but not limited to: business plans, pricing, strategies, client lists, creative concepts, technical data, trade secrets, and personal information.

Confidential Information does not include information that:

1. was already known to the Receiving Party before disclosure;
2. becomes public through no fault of the Receiving Party;
3. is lawfully obtained from a third party without restriction; or
4. is independently developed without reference to the Disclosing Party’s materials.

6.2 Obligations of Confidentiality

Each party agrees to:

1. a) Maintain all Confidential Information in strict confidence and use it solely for the purpose of performing obligations under this Agreement;
2. b) Not disclose, publish, or disseminate Confidential Information to any third party without prior written consent;
3. c) Limit access to Confidential Information only to employees, contractors, or agents who need to know for legitimate business purposes and who are bound by equivalent confidentiality obligations.

Both parties shall employ at least the same degree of care to protect the other’s Confidential Information as they use to protect their own, but in no event less than reasonable care.

6.3 Permitted Disclosures

Either party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that the Receiving Party gives prior written notice to the Disclosing Party (to the extent legally permitted) to allow it to seek protective measures.

The Company may share limited information with subcontractors or service providers strictly as necessary to perform the Services, provided that such third parties are bound by equivalent confidentiality obligations. 

6.4 Duration of Obligation

For REDSHIFT Creative, confidentiality obligations regarding the Client’s information shall remain in effect for one (1) year following completion of the Services or project delivery.

For the Client, confidentiality obligations regarding the Company’s information shall remain in effect for three (3) years following completion of the Services.

Notwithstanding the foregoing, obligations related to trade secrets of either party shall survive indefinitely until such information ceases to qualify as a trade secret under applicable law.

6.5 Data Protection & Privacy Compliance

The Company complies with applicable data protection and privacy laws, including the U.S. Federal Trade Commission Act, Illinois Personal Information Protection Act (PIPA), and other relevant regulations.
Personal Data collected from Clients will be used only for legitimate business purposes, stored securely, and retained no longer than necessary.

The Client acknowledges and consents to the Company’s privacy practices as described in its Privacy Policy, which forms an integral part of this Agreement.

The Company shall not be liable for any loss or damage caused by unauthorized access, cyber incidents, or technical failures beyond its reasonable control, provided that it has employed commercially reasonable security measures.

6.6 Return or Destruction of Information

Upon termination or upon written request, the Receiving Party shall return or securely destroy all Confidential Information, except where retention is required by law, regulation, or backup policies.

The Company may retain non-personal and anonymized data for internal analysis, recordkeeping, and quality improvement.

6.7 No Waiver of Rights

Failure to enforce any confidentiality or data protection provision shall not constitute a waiver of rights. All obligations under this Section survive termination of this Agreement.

7. Warranties & Disclaimers

7.1 Limited Warranty

The Company warrants solely that its Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

This limited procedural warranty applies only to the specific Deliverables identified in the applicable Statement of Work (“SOW”) or written agreement and remains valid for fifteen (15) calendar days following the official delivery date.

If the Client notifies the Company in writing during this period of a material defect directly caused by the Company’s own performance, the Company’s sole obligation and the Client’s exclusive remedy shall be strictly limited to re-performing the deficient portion of the Services.

No monetary refund, discount, or offset shall be provided under any circumstances.

All payments made or due under the agreement remain fully earned, non-refundable, and payable in full, regardless of dissatisfaction, delay, or external factors, unless otherwise agreed in a separate written instrument signed by both parties. 

7.2 Exclusions from Warranty

This limited warranty does not apply to:

1. a) any modification, misuse, or alteration of Deliverables by the Client or any third party;
2. b) any delays, damages, or performance issues caused by the Client, its agents, or third-party vendors;
3. c) materials, content, or instructions supplied or approved by the Client;
4. d) results, performance metrics, or expectations that extend beyond the defined project scope;
5. e) events beyond the Company’s reasonable control, including accidents, hardware or network failures, software errors, or force majeure events; and
6. f) any reliance on examples, previews, mockups, or drafts presented during production, which are illustrative onlyand do not constitute a warranty or commitment to final results.

7.3 “As Is” and “As Available” Services

Except for the limited warranty expressly stated above, all Services and Deliverables are provided “as is” and “as available” without any other representations or warranties of any kind, whether express, implied, statutory, or otherwise.

This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement.

The Company does not guarantee specific creative, financial, commercial, or performance results.
Any examples, previews, demonstrations, or mockups are for illustrative purposes only and do not constitute a promise or warranty of outcome.

The Client acknowledges that creative and artistic results are inherently subjective and may differ from conceptual materials or expectations. 

7.4 Third-Party and Subcontractor Disclaimer

The Company may, at its discretion, engage subcontractors, freelancers, vendors, software tools, or third-party service providers in connection with providing the Services.

While the Company exercises reasonable care in selecting such parties, it does not warrant or guarantee the reliability, performance, security, continuity, or availability of any third-party service or tool.
The Company shall not be held liable for any loss, delay, error, or disruption arising from third-party systems, platforms, or dependencies, including hosting, editing, delivery, or communication services.

7.5 Client’s Assumption of Risk

Upon delivery of the Deliverables, all risk, responsibility, and liability for the storage, use, publication, or performance of such Deliverables transfer exclusively to the Client.

The Company shall have no duty to maintain, archive, or recover any files or data after delivery unless separately contracted in writing.

The Client assumes full responsibility for data backup, digital preservation, and lawful use of all Deliverables.

7.6 Exclusive Remedies

The remedies expressly provided in this Section constitute the Client’s sole and exclusive remedies for any breach of warranty or defect in performance.

No oral or written information, representation, sample, or advice provided by the Company or any of its representatives shall create any additional warranty not expressly stated in this Agreement. 

7.7 No Future Claims or Liabilities

The Client expressly waives and releases the Company from any and all claims, demands, or causes of action, whether in contract, tort, negligence, or otherwise, arising after project completion — including but not limited to claims for refund, damages, loss of profit, goodwill, or reputation.

The Company shall not be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility thereof. 

7.8 Legal Compliance

Both parties shall perform their obligations under this Agreement in compliance with all applicable U.S. federal, Illinois state, and local laws and professional standards.

Nothing herein shall be construed as creating any warranty beyond the minimum obligations required under Illinois law.

8. Limitation of Liability

8.1 Maximum Liability

To the fullest extent permitted by law, the total cumulative liability of REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions) and its affiliates, directors, employees, agents, and contractors for any and all claims, losses, or damages—whether arising in contract, tort, negligence, strict liability, or otherwise—shall not exceed the total amount actually paid by the Client to the Company for the specific Services or Deliverables giving rise to such claim, or for any related damages, penalties, or compensation of any kind, whether foreseeable or not. 

8.2 Exclusion of Indirect and Consequential Damages

In no event shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages of any kind—including but not limited to loss of profits, revenues, data, business opportunity, or goodwill—or for any loss, corruption, disclosure, or unauthorized access to data or confidential information, even if the Company has been advised of the possibility of such damages. 

8.3 Assumption of Risk by Client

After delivery and acceptance of the Deliverables, the Client assumes all risks associated with their use, storage, and distribution. The Company shall not be responsible for any loss, damage, or liability arising therefrom, including modifications or misuse by the Client or third parties. 

8.4 Third-Party Dependencies and Independent Contractors

The Company may use subcontractors, freelancers, software tools, or third-party services in connection with providing the Services. The Company does not control and is not responsible for the availability, security, or performance of such third parties or tools. Any use of third-party systems is at the Client’s sole risk. The Company shall not be liable for any loss, delay, or damage resulting from acts or omissions of third parties, vendors, or independent contractors engaged in good faith to support the Services.

8.5 Loss of Data and File Retention

The Company is not responsible for the long-term storage, backup, or retrieval of Project Files after delivery. All deliverables are deemed accepted upon delivery, and the Client is solely responsible for downloading, saving, and maintaining copies. Any data loss, corruption, or failure after delivery shall not entitle the Client to refund or compensation.

8.6 Force Majeure

The Company shall not be liable for any delay, failure, or inability to perform its obligations caused by events beyond its reasonable control, including but not limited to acts of God, government actions, strikes, epidemics, war, civil unrest, power failures, network interruptions, or cyberattacks. Performance shall be suspended for the duration of such event without liability. 

8.7 Time Limit for Claims

All claims arising out of or related to the Services must be brought within thirty (30) days from the date of the event giving rise to such claim. Failure to bring a claim within this period constitutes a permanent waiver of such rights.

8.8 Exclusive Remedies and No Additional Warranties

The remedies expressly provided in this Agreement constitute the Client’s sole and exclusive remedies for any breach by the Company. No oral or written statements, examples, previews, or advice provided by the Company or its representatives shall create any additional warranty not expressly stated herein. 

8.9 Scope of Application

This Section applies to the fullest extent permitted by law and supersedes any conflicting provisions elsewhere in this Agreement. If any portion is found unenforceable, the remaining provisions shall remain in full force and effect.

9. Indemnification

9.1 Client’s Obligation to Indemnify

The Client agrees to defend, indemnify, and hold harmless REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions), its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, damages, losses, liabilities, penalties, costs, and expenses (including attorneys’ fees and court costs) arising out of or relating to:

1. a) any breach of these Terms or any other agreement between the Client and the Company;
2. b) any negligence, misconduct, omission, or violation of applicable law by the Client or its representatives;
3. c) any materials, data, or content provided by the Client that infringe, misappropriate, or violate any third-party rights, including intellectual property, privacy, or confidentiality rights;
4. d) any injury to persons or property, or any loss or damage resulting from the Client’s acts, instructions, omissions, or failure to provide accurate information or necessary permissions; and
5. e) any third-party claim arising out of the Client’s use, modification, misrepresentation, or redistribution of the Deliverables or related materials.

9.2 Company’s Limited Indemnification

The Company shall indemnify the Client only against direct third-party claims proven to arise solely from the Company’s gross negligence or willful misconduct in performing the Services, and only to the extent of direct damages actually proven and awarded by a court of competent jurisdiction.

9.3 Exclusions and Limitations

The Company shall have no indemnification or liability obligations for any claim, loss, or damage arising from:

1. a) misuse, alteration, or modification of Deliverables by the Client or any third party;
2. b) materials, directions, or specifications provided by the Client;
3. c) reliance on third-party systems, subcontractors, or tools not controlled by the Company;
4. d) use of Deliverables with other software, platforms, or media not supplied by the Company;
5. e) loss, corruption, or disclosure of Client data not directly caused by the Company’s gross negligence; or
6. f) any indirect, incidental, consequential, or exemplary damages, including loss of profits, data, goodwill, or confidentiality, even if the Company was advised of such possibility.

If the Company is found liable under applicable law, its total aggregate liability shall not exceed the lesser of

(i) the total fees paid for the specific Services giving rise to the claim, or

(ii) USD $1,000, regardless of the theory of liability or form of action.

9.4 Notice and Time Limit

The Client must notify the Company in writing of any claim, demand, or potential claim within fifteen (15) days of becoming aware of the event giving rise to such claim.

Given the nature of creative and media deliverables, the Client is expected to promptly review, inspect, and report any issues upon delivery.

The Company may issue a notice of indemnification or reimbursement claim against the Client within sixty (60) days of discovering the relevant breach, loss, or misuse,

With due consideration that certain breaches or instances of misuse may not be reasonably discovered until a later time following normal inspection or use.

Failure to provide timely written notice shall release the indemnifying party from its obligations to the extent that it proves actual prejudice resulting from such delay, specifically where the delay has deprived the party of a reasonable opportunity to defend against, mitigate, or remedy the issue.

Any claim brought after the expiration of these notice periods shall be deemed waived and null.

Each party shall take all reasonable steps to mitigate any damages or losses arising under this Section.

This Section operates without prejudice to the limitation periods set forth in Section 11.6 of this Agreement.

9.5 Survival

All indemnification obligations under this Section shall survive the termination or expiration of this Agreement for a period of twelve (12) months, unless otherwise required by law.

10. Termination 

10.1 Termination for Cause

Either party may terminate this Agreement upon a material breach by the other party, provided that the non-breaching party gives written notice specifying the breach and the breaching party fails to cure such breach within fifteen (15) calendar days after receipt of the notice.

For purposes of this Agreement, a “material breach” means a substantial failure to perform obligations under this Agreement that defeats the essential purpose of the contract, including but not limited to failure to make payment, unauthorized use of Deliverables or intellectual property, or violation of confidentiality obligations. 

10.2 Termination by the Client (Without Cause)

The Client may not terminate this Agreement for convenience or without cause once work has commenced.
If the Client cancels or suspends the Services after the project has started, the Client shall remain fully liable for all agreed fees in full, including any outstanding balance for work already performed or resources reserved.

The Company shall also retain the right to claim any additional damages, costs, or losses incurred due to early termination, without limitation, and without prejudice to any other rights or remedies available under law.

10.3 Termination by the Company

The Company may, at its discretion, suspend or terminate this Agreement immediately and without liability if:

1. a) the Client fails to make timely payment;
2. b)  the Client is in material breach of this Agreement, including, without limitation, any failure to cooperate, refusal to provide necessary information or access, breach of confidentiality or intellectual property obligations, or any other act or omission that materially impedes or hinders the performance of the Services;
3. c) the Client engages in any conduct that is unlawful, unethical, or that causes, or is likely to cause, reputational, financial, or operational harm to the Company, including any act or omission that adversely affects the Company’s goodwill or public standing;
4. d) the Company determines, in good faith, that continued performance is impracticable due to the Client’s actions, delays, or non-cooperation.

In such cases, the Company shall be entitled to retain all payments received and collect any remaining balance owed as of the termination date.

10.4 Effects of Termination

Upon termination of this Agreement, all rights and licenses granted to the Client shall immediately cease, and the Client shall promptly cease using all Deliverables not fully paid for.

Any termination, regardless of cause, shall not affect the Company’s entitlement to payment for Services rendered, nor shall it be interpreted as a waiver of the Company’s right to pursue other remedies available under law.

10.5 Refund Prohibition & Non-Waiver Clause

No refunds shall be issued for payments made, except where expressly required by law or agreed in writing by the Company.

Failure by the Company to enforce any provision of this Agreement shall not constitute a waiver of its rights, nor shall any partial enforcement prevent future enforcement of the same or other provisions. 

10.6 Survival of Key Obligations

All provisions of this Agreement that by their nature should survive termination shall do so, including but not limited to those relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution.

For clarity, the survival period specified under Section 9.5 shall apply specifically to indemnification obligations.
Termination of this Agreement shall not relieve either party of any liability or obligation accrued prior to such termination.

11. Governing Law & Jurisdiction

11.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to it—including its interpretation, performance, termination, or alleged breach—shall be governed by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflict of law principles.

The parties expressly agree that the Illinois Uniform Commercial Code (UCC) and applicable U.S. federal contract and intellectual property laws shall apply where relevant.

11.2 Venue & Jurisdiction 

The parties agree that the exclusive venue and jurisdiction for any dispute, claim, or legal proceeding arising under or relating to this Agreement shall lie solely in the state and federal courts located in DuPage County, Illinois.

Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on forum non conveniens or lack of personal jurisdiction.

Service of process by certified mail or recognized courier to the addresses on record shall be deemed valid and sufficient.

11.3 Waiver of Jury Trial 

To the fullest extent permitted by law, both parties waive their right to a jury trial in any action, suit, or proceeding arising out of or relating to this Agreement.

All disputes shall be decided by a judge sitting without a jury, and the parties acknowledge that this waiver is made knowingly, voluntarily, and intentionally.

11.4 Good Faith & Amicable Resolution

Before initiating any formal legal proceedings, the parties shall first attempt in good faith to resolve any dispute, controversy, or claim as follows:

1. a) The party raising the dispute shall provide written notice to the other within ten (10) business days of becoming aware of the issue;
2. b) Both parties shall then engage in good-faith consultation and negotiation for up to thirty (30) calendar days from the date of notice to reach an amicable resolution;
3. c) If no resolution is reached within that period, either party may pursue its legal remedies, unless immediate equitable relief (such as an injunction) is necessary to prevent irreparable harm.

11.5 Prevailing Party & Legal Fees

In any dispute, claim, or action arising out of or related to this Agreement, the Client shall bear all legal fees, collection costs, and court expenses incurred by the Company in enforcing its rights or recovering amounts due, whether or not formal proceedings are initiated.

If the Company is the prevailing party in any litigation or arbitration, it shall also be entitled to recover its reasonable attorneys’ fees and all associated legal costs.

For avoidance of doubt, the Client shall not be entitled to recover any attorneys’ fees or expenses under this Agreement, regardless of the outcome.

11.6 Limitation on Claims (Statute of Limitations)

The Client must comply with all notice and time requirements set forth in Section 9.4 of this Agreement.

Subject to those notice obligations, any claim or cause of action arising out of or relating to this Agreement must be formally filed within twelve (12) months after the occurrence of the event giving rise to such claim, unless a shorter period is expressly provided elsewhere in this Agreement, in which case the shorter period shall prevail.

Any claim filed after the applicable period shall be permanently barred, and neither party shall have any further liability or obligation with respect thereto.

This limitation applies to all forms of claims, including but not limited to contract, tort, equity, statutory, or any other legal theory, to the fullest extent permitted under the laws of the State of Illinois.

12. Miscellaneous Provisions

12.1 Notices

All notices, requests, and communications under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or recognized courier service to the receiving party’s last known business address, or by verified email to an authorized representative.

Notices shall be deemed received: (a) upon delivery if by hand, (b) three (3) business days after mailing, or (c) one (1) business day after confirmed email transmission.

12.2 Assignment

The Client may not assign, delegate, or transfer this Agreement, in whole or in part, without the prior written consent of the Company.

The Company may assign or subcontract its rights and obligations under this Agreement, in whole or in part, to affiliates, subsidiaries, or qualified service providers as necessary for business operations, without requiring Client consent, provided that such parties remain bound by equivalent obligations.

12.3 Relationship of the Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

The Client and the Company are independent contracting parties, each responsible for its own taxes, liabilities, and obligations.

12.4 Severability & Entire Agreement

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

This Agreement, together with all incorporated documents (including the Privacy Policy and Terms of Sale), constitutes the entire and exclusive agreement between the parties and supersedes all prior negotiations, representations, or understandings, whether written or oral. 

12.5 Amendments & Modifications

No amendment or modification of this Agreement shall be valid unless made in writing and signed (physically or electronically) by an authorized representative of both parties.

However, the Company reserves the right to revise its general Terms and Conditions posted on its website, which shall apply prospectively to future projects or clients only. 

12.6 No Waiver

Failure or delay by either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right, nor shall any partial exercise of any right preclude further exercise thereof. 

12.7 Headings & Interpretation

Section headings are for convenience only and shall not affect the interpretation of this Agreement.
In case of ambiguity, the Agreement shall be interpreted fairly and in accordance with its plain meaning, without presumption against the drafting party.

12.8 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all together shall constitute one and the same instrument.

Electronic or digital signatures shall be deemed valid and enforceable to the fullest extent permitted by law.

13. Acknowledgment / Consent Clause 

By accessing, browsing, or using any of the Services provided by REDSHIFT Creative (a trade name of REDSHIFT Pro, LLC, also known as REDSHIFT Productions), you hereby acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions, together with the incorporated Privacy Policy and Terms of Sale.

You further acknowledge that:

1. a) You have had the opportunity to review this Agreement and seek independent advice before acceptance;
2. b) You are entering into this Agreement voluntarily, knowingly, and with full authority;
3. c) Your continued use of the Services shall constitute your ongoing acceptance of any updated Terms as may be published on the Company’s website.

If you do not agree to these Terms, you must immediately discontinue use of the Services and refrain from accessing or engaging with any Company platforms or materials.