Terms of Service

Welcome to https://socialalchemy.co (the "Site"), owned and operated by SAL Studios, Inc., doing business as Social Alchemy ("Social Alchemy," "we," "us," or "our").

By accessing, browsing, or using this Site, or by engaging Social Alchemy for any services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (these "Terms"). If you do not agree to these Terms, you must immediately discontinue use of the Site and any Social Alchemy services.

We reserve the right to modify these Terms at any time. Your continued use of the Site following any modification constitutes your acceptance of the revised Terms. We will update the "Effective date" above to reflect the date of the most recent revision.

Social Alchemy is a social media agency providing services that may include social media management, content creation, paid advertising, strategy, and related marketing services. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate proposal, statement of work, or written agreement (an "Engagement") between you and Social Alchemy. In the event of a conflict between these Terms and an Engagement, the Engagement controls with respect to the subject matter it covers.

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Site in any way that violates applicable law or regulation
• Attempt to gain unauthorized access to any portion of the Site or its related systems
• Interfere with or disrupt the Site or servers/networks connected to the Site
• Use any automated means (bots, scrapers, etc.) to access the Site without our prior written consent
• Reproduce, duplicate, copy, sell, or exploit any portion of the Site without our express written permission

a. Site Content

All content on the Site, including text, graphics, logos, and software, is owned by or licensed to Social Alchemy and is protected by copyright, trademark, and other intellectual property laws. You may not use, reproduce, or distribute Site content without our prior written consent.

b. Client Deliverables

Subject to full payment of all applicable fees, Social Alchemy assigns to you all right, title, and interest in the final deliverables created specifically for you under an Engagement (e.g., social media posts, ad creative, graphics, and copy prepared for your brand), excluding any pre-existing materials, tools, templates, or know-how owned by Social Alchemy or third parties, which Social Alchemy retains and licenses to you on a non-exclusive, royalty-free basis solely to use the deliverables as intended. Until full payment is received, all deliverables remain the property of Social Alchemy.

c. Client Materials

You represent and warrant that any materials, brand assets, trademarks, or content you provide to us for use in the Services do not infringe the rights of any third party, and you grant us a license to use such materials solely to perform the Services.

a. No AI/ML Training or Data Mining

Without our express prior written consent, you may not, and may not permit, enable, or engage any third party (including any agency, contractor, vendor, affiliate, or platform provider) to, use any content, creative work, strategy, methodology, or other materials appearing on the Site or delivered by Social Alchemy (collectively, "Social Alchemy Content") to train, pre-train, fine-tune, develop, evaluate, benchmark, or otherwise improve any artificial intelligence, machine learning, generative, large language, or similar model or system (an "AI/ML System"), or as input, prompt, reference, retrieval source, grounding data, embedding, or training corpus for any AI/ML System. This restriction applies regardless of who owns, operates, or hosts the AI/ML System, and includes any attempt to generate synthetic, derivative, or substantially similar content based on Social Alchemy Content.

b. Reservation of Rights; Text-and-Data-Mining Opt-Out

All rights to use Social Alchemy Content for AI/ML purposes are expressly reserved by Social Alchemy. No license, right, or permission for such use is granted by implication, estoppel, or otherwise under these Terms, any Engagement, or any other agreement. Social Alchemy hereby opts out, on its own behalf and to the fullest extent permitted, of any text-and-data-mining exception that would otherwise permit such use, including under Article 4 of EU Directive (EU) 2019/790, the United Kingdom's equivalent provisions, or any analogous law in any jurisdiction. Automated crawlers, scrapers, and AI/ML data-collection systems are not authorized to access, index, or ingest the Site or any Social Alchemy Content except as expressly permitted by our published robots.txt file, and in no event for any AI/ML training purpose.

c. Equitable Relief

You acknowledge that a breach of this Section 5 would cause Social Alchemy irreparable harm for which monetary damages alone would be an inadequate remedy, and that Social Alchemy is entitled to seek injunctive and other equitable relief, without the requirement of posting a bond, in addition to all other remedies available at law or in equity. This subsection supplements, and does not limit, Section 13.4 (Injunctive Relief).

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Site or the Services, whether disclosed orally, in writing, electronically, or by inspection, including business plans, financial information, client lists, pricing, marketing strategies, creative briefs, campaign data, and trade secrets.

Each party agrees to hold the other party's Confidential Information in strict confidence, to use it solely for the purposes contemplated by these Terms or the applicable Engagement, and not to disclose it to any third party without the disclosing party's prior written consent. This obligation survives termination of these Terms or any Engagement for a period of five (5) years, or indefinitely with respect to trade secrets to the extent protected under applicable law.

These confidentiality obligations do not apply to information that: (a) was publicly available at the time of disclosure or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice and reasonably cooperates in any effort to obtain protective treatment.

Fees for Services will be set out in the applicable Engagement. Except as otherwise stated in an Engagement, invoices are due upon receipt, and late payments may accrue interest and/or result in suspension of Services. You are responsible for all taxes associated with the Services, other than taxes based on Social Alchemy's net income. All fees are non-refundable unless otherwise expressly agreed in writing.

Our Services may involve the use of third-party platforms (such as Meta, Instagram, TikTok, LinkedIn, X, and Google) that have their own terms of service and policies. You are responsible for maintaining compliance with those third-party terms, and we are not responsible for actions taken by third-party platforms, including account suspensions, algorithm changes, or policy changes that affect campaign performance.

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, RANKINGS, ENGAGEMENT, FOLLOWER GROWTH, SALES, OR OTHER MARKETING OUTCOMES FROM THE SERVICES. ANY PERFORMANCE METRICS, CASE STUDIES, OR RESULTS REFERENCED ON THE SITE ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY, AND ACTUAL RESULTS WILL VARY BASED ON FACTORS OUTSIDE OUR CONTROL.

TO THE FULLEST EXTENT PERMITTED BY LAW, SOCIAL ALCHEMY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE SITE OR SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

a. Your Indemnification of Us

You agree to indemnify, defend, and hold harmless Social Alchemy, its officers, employees, contractors, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (i) your breach of these Terms or an Engagement; (ii) materials or content you provide to us; or (iii) your violation of any law or the rights of a third party.

b. Our Indemnification of You

Subject to the terms of the applicable Engagement, Social Alchemy shall indemnify, defend, and hold harmless you from and against third-party claims alleging that deliverables created by Social Alchemy specifically for you (and used within the scope of the license granted under Section 4) infringe a third party's U.S. intellectual property rights, provided that: (i) you give us prompt written notice of the claim; (ii) we have sole control over its defense and settlement; and (iii) you provide reasonable cooperation at our expense. This indemnity does not apply to claims arising from Client Materials, unauthorized modifications to deliverables, or use of deliverables outside the scope of the applicable license.

These Terms remain in effect while you use the Site or receive Services from us. Either party may terminate an Engagement in accordance with its termination provisions, or, if none are specified, upon thirty (30) days' written notice. We may suspend or terminate your access to the Site or Services at any time for conduct that violates these Terms or is otherwise harmful to us or other users. Sections of these Terms that by their nature should survive termination (including Sections 4 through 6 and 9 through 15) will survive.

a. Mandatory Arbitration

Except as set forth in Section 13.4 below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted by a single arbitrator, with the arbitration seated in the State of Delaware. Judgment on the arbitration award may be entered in any court of competent jurisdiction. YOU AND SOCIAL ALCHEMY EACH WAIVE THE RIGHT TO A JURY TRIAL.

b. Class Action Waiver

YOU AND SOCIAL ALCHEMY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

c. Small Claims Exception

Either party may bring an individual claim in small claims court in lieu of arbitration if the claim qualifies.

d. Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, Confidential Information, or Section 5 (Artificial Intelligence and Use Restrictions) of these Terms, without the requirement of posting a bond or proving actual damages.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Social Alchemy shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, epidemics, government actions, fire, flood, earthquake, labor disputes, supply chain disruptions, internet or telecommunications failures, or power outages.

a. Entire Agreement

These Terms, together with any applicable Engagement and our Privacy Policy, constitute the entire agreement between you and us with respect to the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

b. Severability

If any provision of these Terms is found unenforceable, that provision will be interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will remain in full force and effect.

c. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or a waiver of any other term. Our failure to enforce any provision is not a waiver of that provision.

d. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

e. Notices

All notices required or permitted under these Terms shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to:

If you have questions about these Terms, please contact us at: