These Terms of Use (the "Terms") govern the services provided by ROCK GROUP LLC d/b/aRKG Creative (“RKG”, the “Company”, “we”, or “us”) to you (the “Client” or “you”). RKG provides creative digital services, including AI chatbot development, video production, website design, and mobile app development (collectively, the “Services”). By engaging RKG or using any of our Services, you agree to be bound by these Terms. If you do not agree, you must not use RKG’s Services.
1. Scope of Services and Use
RKG will perform the Services as described in a mutually agreed proposal, contract, or statement of work. You agree to provide timely feedback, information, and resources needed for RKG to perform the Services. All Services are provided for your internal business use or personal use only, and you shall not resell or misuse the Services in violation of any law or these Terms. You are responsible for complying with all applicable laws and regulations in connection with your use of the Services (including but not limited to privacy, intellectual property, and export control laws).
2. AI Services Disclaimer
If any Service utilizes or includes AI-generated content or AI-driven tools (“AI Services”), you acknowledge and accept the following specific terms:
- No Guarantee of Accuracy or Function: RKG makes no guarantees that AI Services or outputs will achieve any particular result or function as you envision. Any content generated by AI (“AI Output”) is provided “as is” for informational purposes and is not verified or endorsed by RKG. AI technology is evolving and may produce incorrect, incomplete, or unintended information, and you should independently review and verify all AI Outputs before relying on them.
- Use at Your Own Risk: You agree that your use of AI Services and any AI Output is at your own risk. RKG disclaims all warranties, express or implied, regarding the accuracy, quality, or suitability of AI Outputs. We warn you not to rely on AI Outputs without independent verification, especially for important decisions (for example, AI content should not be considered professional legal, medical, or financial advice).
- No Warranty Against Infringement: RKG does not warrant or represent that AI Outputs will be free from content that could infringe third-party rights. Because AI Outputs may be based on patterns from large datasets, there is a risk that portions of outputs could inadvertently resemble existing works. You are responsible for reviewing AI Outputs to ensure they do not violate any copyrights, trademarks, privacy rights, or other third-party rights. RKG shall not be liable if any AI Output, as used by you, is alleged to infringe another’s rights.
- Limitations of AI Content: You understand that AI Services might occasionally produce content that is inappropriate or unreliable. RKG will use commercially reasonable efforts to configure AI tools to avoid harmful content, but we are not responsible for any offensive, biased, or erroneous material that an AI Service might generate. You agree to notify RKG promptly if you encounter any such content so we can take corrective action.
By using our AI Services, you explicitly acknowledge the above limitations. RKG may include additional guidelines or require your acceptance of third-party AI provider terms before enabling certain AI features. We reserve the right to suspend or modify AI Services if their use poses risk to you, us, or any third party, or if required by law or by our AI technology providers.
3. Intellectual Property Rights
3.1 Client Materials: As the Client, you retain ownership of all intellectual property rights in any text, images, data, or other materials you provide to RKG for use in the project (“Client Materials”). You grant RKG a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and create derivative works from your Client Materials solely for the purpose of providing the Services. You represent that you have all necessary rights in your Client Materials and that our use of such materials will not infringe or violate the rights of any third party.
3.2 Pre-Existing Works: RKG retains all intellectual property rights in any of its pre-existing materials, tools, software, frameworks, or know-how used in the course of delivering the Services. Unless otherwise expressly agreed in writing, no rights in RKG’s pre-existing intellectual property are transferred to you. We grant you a limited, non-exclusive, non-transferable license to use any such RKG materials incorporated into the deliverables only in connection with the deliverables and your lawful use of them
3.3 Ownership of Deliverables & AI-Generated Work: Upon full payment of all amounts due to RKG under the applicable project, the final deliverables of the project (for example, the completed video, website, application, or other work product specifically prepared for you) will be deemed “Work Product.” RKG hereby assigns to you all of RKG’s rights, title, and interest in the Work Product, including any intellectual property rights that are able to be assigned. To the extent the Work Product includes AI-generated content, RKG agrees to assign and transfer to you any rights we may legally have in such AI Output. Please note: Under current law, purely AI-generated material may not qualify for copyright protection by itself. Nevertheless, as between RKG and you, you shall own the AI Outputs and Work Product that we deliver to you, subject to any third-party rights in underlying components or data. This means if the AI Output includes or is derived from any third-party content (including open source components or licensed datasets), those third-party elements remain owned by their respective owners, and your use of them must comply with any applicable licenses or laws.
3.4 Third-Party Materials: If any third-party intellectual property is included in the Work Product (for example, stock images, music, open-source libraries, or AI models), RKG will either (a) obtain the necessary license for your use as part of the Work Product, or (b) inform you of any action needed on your part (such as purchasing a license). Such third-party materials remain the property of their owners. Your rights in the Work Product are subject to all applicable third-party license terms and rights – we will provide details of these if any are included. RKG makes no guarantee that third-party content (including AI model outputs) is free of claims of infringement, and your use of such content is at your discretion and responsibility.
3.5 RKG Portfolio Rights: You agree that RKG may use and display the finished Work Product, and your name/logo, as a sample of our work in our portfolio and marketing materials, unless you expressly request in writing that we keep the project confidential. Such usage will not include any of your confidential information (see Section 4) or any sensitive data. This section survives termination of the Terms.
4. Confidentiality and Data Protection
4.1 Confidential Information Definition: “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information includes, without limitation: business plans, financial data, customer lists, trade secrets, software source code, algorithms, designs, and any other information that by its nature is confidential. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this section; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information; or (d) is lawfully obtained from a third party who has no obligation of confidentiality.
4.2 Mutual Confidentiality Obligations: Both RKG and you agree to keep each other’s Confidential Information strictly confidential. The Receiving Party will not disclose or use Confidential Information of the Disclosing Party for any purpose other than to fulfill its obligations and exercise its rights under this Agreement. The Receiving Party may share Confidential Information only with its employees, contractors, or professional advisors who need to know it for the permitted purpose and who are bound by confidentiality obligations at least as protective as these Terms. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar sensitivity, and at minimum will use reasonable care. Each party remains responsible for any unauthorized use or disclosure of the other’s Confidential Information by any person to whom it disclosed the information. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall (if legally permissible) give prompt written notice to the Disclosing Party and cooperate in any effort to obtain a protective order or limit the disclosure.
These confidentiality obligations start upon first disclosure of Confidential Information and continue for the duration of the engagement and at least three (3) years after termination of these Terms or our Services. Any material containing the other party’s Confidential Information (including all copies) shall be returned or destroyed at the Disclosing Party’s request upon termination or completion of the Services, except as required to be retained by law or legitimate internal record-keeping (in which case the Confidential Information remains protected under this section).
4.3 Data Protection and Privacy: Each party agrees to comply with applicable data protection laws with respect to any personal data (information about an identified or identifiable individual) processed in connection with the Services. You represent that any personal data you provide to RKG or ask us to process has been collected and disclosed in compliance with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy laws. RKG will act as a “Service Provider” under the CCPA and as a “Data Processor” under GDPR with respect to personal data we process on your behalf. This means RKG will not sell, share, or use personal data we receive from you for any purpose other than performing the Services as instructed by you, or as otherwise permitted by law. We may aggregate, anonymize, or de-identify personal data such that it no longer identifies individuals, and use that aggregated data to improve our services and for internal analytics. RKG will not re-identify any data that has been anonymized.
RKG maintains appropriate technical and organizational security measures to protect personal data and Confidential Information against unauthorized access, disclosure, or alteration. If RKG becomes aware of any unauthorized access to personal data in our possession, we will promptly notify you and provide reasonable cooperation in investigating and remediating the breach, as required by law.
4.4 Data Subject Rights and Requests: If you need RKG’s assistance to honor any individual’s request to exercise their data protection rights (e.g., access, deletion, or correction requests under GDPR or CCPA), RKG will reasonably assist you, at your expense, in fulfilling such requests as they pertain to data we process for you. If RKG directly receives any inquiry or complaint from an individual (or regulator) regarding personal data related to your project, we will forward it to you and, absent contrary instructions, respond in a manner consistent with our obligations under law and under these Terms.
Please also refer to RKG’s Privacy Policy (available on our website) for more information on how we collect, use, and protect personal information in the course of running our business. In the event of any conflict between these Terms of Use and the Privacy Policy regarding data protection, the stricter obligation will prevail.
5. Payment Terms
5.1 Fees and Invoicing: You agree to pay the fees for the Services as set forth in your agreement, proposal, or invoice from RKG. Fees may be structured as a fixed price, time-and-materials (hourly) charges, or milestone payments, as specified in writing. RKG will invoice you as specified (e.g., upfront deposit, progress payments, or upon completion). Invoices are due and payable within the timeframe stated on the invoice (if not stated, then within 15 days of invoice date). All payments shall be made in U.S. dollars, unless otherwise agreed, and via the payment methods we accept.
5.2 Late Payments: Accrual of Late Fees:
If payment is not received by the due date, late fees will begin to accrue immediately. Late fees are applied on a monthly basis to the outstanding balance. For every month (or any portion thereof) that a payment remains overdue, a late fee equivalent to one month’s charge will be added. Example of Fee Accrual:
For instance, if your invoice specifies a 90-day payment term (equivalent to three months) and payment is received after this period:
The entire 90-day period (three months) is considered overdue.
Additionally, any month beyond the 90-day term will also incur a late fee.
Thus, if payment is made during the fourth month, late fees for four full months will be applied to your account
The late fee for each month is calculated based on the outstanding balance and the monthly rate. At the current annual interest rate of 25%, the monthly rate is approximately 2.0833%, and this rate will be applied each month the payment is overdue. We reserve the right to modify this late payment policy at any time. Any changes will be communicated in advance to ensure you are fully informed.
5.3 Disputed Charges:
If you in good faith dispute any portion of an invoice, you must notify RKG in writing within 10 business days of the invoice date, providing detail of the dispute. We will work in good faith to resolve any billing disputes promptly. You must pay all undisputed portions of the invoice by the due date. Once the dispute is resolved, any amounts determined to be payable by you shall be paid promptly with any applicable late charges calculated from the original due date.
5.4 Taxes: Our fees do not include any taxes (such as sales, use, value-added, or withholding taxes) that may apply to the Services. You are responsible for any such taxes except taxes on RKG’s income. If RKG is required to collect or pay taxes on your behalf, we will include such amounts on your invoice, or you agree to pay them directly as required by law. We will work with you to provide any tax documents or cooperation needed (e.g., accepting a valid resale/exemption certificate) to exempt or reduce certain taxes, if applicable.
5.5 No Refunds: Except as expressly provided in these Terms or as required by law, all payments are non-refundable. If you terminate a project without legal cause (see Section 7), you will not be entitled to a refund of amounts already paid and you will remain responsible for any unpaid fees for work already performed or costs incurred by RKG.
6. Disclaimers of Warranties
6.1 No Special Guarantees: RKG will use reasonable skill and care in providing the Services. However, we do not guarantee that the Services or deliverables will be uninterrupted, error-free, or will meet all of your expectations or specific results. Except as expressly set forth in these Terms or a separate written warranty signed by RKG, the Services and all Work Product are provided “AS IS” and “AS AVAILABLE,” without any warranties of any kind. To the maximum extent permitted by law, we disclaim all warranties and representations, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and quality. You assume all responsibility for selecting the Services and for the use of any results obtained from the Services.
6.2 Client’s Responsibility: You acknowledge that you are responsible for how you use the deliverables and Services. RKG does not warrant or guarantee any specific business outcomes or return on investment from your use of the deliverables (for example, we can’t guarantee your website will achieve a certain search ranking or that your app will generate a certain amount of revenue). Any guidance or suggestions provided by RKG during the project are for informational purposes – you should still apply your own judgment and, where appropriate, seek independent professional advice (e.g., legal compliance advice for content we create at your direction).
6.3 Third-Party Services and Tools: In providing Services, RKG may use or integrate third-party services, software, or platforms (for example, cloud hosting providers, AI platforms, content management systems, APIs, etc.). RKG is not responsible for downtime, errors, or security issues attributable to third-party services or platforms that are outside our reasonable contro. We do not provide any warranty on behalf of third-party providers. Your use of any third-party products is subject to that third party’s terms of service or license. RKG will not be liable for any damages or losses arising from third-party services, changes in third-party terms, or the acts/omissions of third-party vendors.
The disclaimers in this Section (and elsewhere in these Terms, including Section 2 on AI Services) are an essential part of this agreement. You acknowledge that RKG’s Services pricing reflects these disclaimers and risk allocations. We do not authorize anyone to make any warranty on our behalf unless in writing signed by an authorized officer of RKG.
7. Limitation of Liability
7.1 Exclusion of Certain Damages: To the fullest extent permitted by law, in no event will RKG or its owners, employees, or agents be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to the Services or these Terms, under any theory of liability (whether in contract, tort, strict liability or otherwise). This exclusion applies even if RKG has been advised of the possibility of such damages or if a remedy fails of its essential purpose. Indirect or consequential damages include, for example, lost profits or revenues, loss of data, loss of business opportunity, business interruptions, or reputational harm.
7.2 Cap on Direct Damages: RKG’s total cumulative liability to you for all claims arising out of or relating to the Services or these Terms will not exceed the total amount of fees that you paid to RKG for the specific project or Service giving rise to the claim. If the claim arises out of a specific deliverable or portion of the Services, our liability will be limited to the amount paid for that deliverable or portion. For Services billed on a recurring or subscription basis, our liability is limited to the fees paid for the last twelve (12) months of services. This cap is an aggregate limit for all your claims in the aggregate; multiple claims will not increase the cap.
7.3 Exceptions: The liability limits in this Section 7 will not apply to the extent prohibited by law (for example, some jurisdictions do not allow the exclusion or limitation of certain damages, so the above may not fully apply to you). Additionally, nothing in these Terms limits or excludes RKG’s liability for its own willful misconduct or fraud, or for personal injury or property damage caused by our gross negligence to the extent such liability cannot be limited under law. However, any liability that cannot be excluded is still limited to the smallest extent permitted by law.
You acknowledge that the limitations of liability set forth in this Section are a fundamental part of the bargain between RKG and you, and that absent these limitations the fees for the Services would be significantly higher.
8. Indemnification
8.1 Client Indemnity of RKG: You agree to indemnify, defend, and hold harmless RKG and its affiliates, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of these Terms or violation of any applicable law; (b) any content or materials you provide to RKG (including Client Materials) that infringe or violate any third-party rights (such as intellectual property, privacy or publicity rights); (c) your misuse of the Services or deliverables, including use of AI Outputs or other deliverables in a manner not contemplated by the project or in violation of law or third-party rights; or (d) any products or services you offer to third parties that incorporate or use the deliverables we provide, including any claims by end users or customers related to your use of our deliverables. This indemnity includes claims brought by third parties (including your customers or users) against RKG due to your actions or omissions. RKG reserves the right, at its option, to assume the exclusive defense and control of any matter otherwise subject to your indemnification (without limiting your indemnification obligations), in which case you agree to cooperate with RKG’s defense of such claim.
8.2 RKG Indemnity of Client (Limited): RKG agrees to indemnify and hold you harmless from any third-party claim that the core Services as provided by RKG (excluding any Client Materials or third-party materials incorporated) infringe a U.S. patent, copyright, or trademark of a third party, provided that: (i) you have used the Services and deliverables only as permitted by these Terms and any written instructions, and not altered them; (ii) the claim does not arise from any content or specifications provided by you, or from use of deliverables in combination with other materials not provided by RKG; and (iii) you notify RKG promptly of the claim and give RKG sole control of the defense and settlement of the claim, and cooperate fully with RKG. If such an IP infringement claim arises, RKG may choose to either modify or replace the allegedly infringing part of the deliverable to be non-infringing, or obtain a license for your continued use. If RKG determines that none of those options are reasonably available, RKG may terminate the affected Services and (in the case of pre-paid fees for future services or unusable deliverables) refund to you the corresponding fees for those terminated Services or unusable deliverables. This Section 8.2 states RKG’s entire liability, and your exclusive remedy, for any intellectual property infringement by the Services or deliverables.
8.3 Exclusions and Limitations: Notwithstanding the above, RKG’s indemnification obligations do not apply to claims or losses to the extent arising from AI Outputs or your use of AI Services, or from third-party content or services used in the project. RKG will not indemnify you for claims arising from any instructions or materials you provided (e.g., if you gave RKG infringing content to include in a video, or directed us to create something in the style of another’s copyrighted work, you will indemnify RKG as set forth in Section 8.1). Indemnification will also be unavailable to a party to the extent the claim is caused by that party’s own willful misconduct or breach of these Terms. Each party’s indemnification obligations are conditioned on the indemnified party (i) giving prompt written notice of the claim (where delay does not prejudice the defense), and (ii) allowing the indemnifying party to control the defense and not settling without the indemnifier’s consent (not to be unreasonably withheld). The indemnified party may participate in the defense with its own counsel at its own expense.
9. Termination of Services
9.1 Term and Termination Rights: These Terms are effective as of the date you first accept them (or first use the Services) and will remain in effect until terminated as allowed herein. Either party may terminate the Services (and these Terms) for material breach by the other party, if such breach is not cured within thirty (30) days after written notice describing the breach. For example, if you fail to pay an invoice when due and do not cure that failure within 30 days of our notice, or if RKG materially fails to perform the Services as agreed and does not remedy the issue within 30 days of your notice, the non-breaching party may terminate for cause. If the breach by one party is incapable of cure, the other party may terminate immediately upon notice.
In addition, RKG may terminate or suspend Services immediately upon written notice if you become insolvent, make an assignment for the benefit of creditors, become the subject of a bankruptcy or receivership proceeding, or dissolve your business. RKG also reserves the right to suspend or terminate Services, upon notice, if continuing the work would, in RKG’s reasonable opinion, violate any law or expose RKG to undue risk or liability (in such case we will attempt to work out an alternative solution or, if none, provide a pro-rata refund for any fees paid for services not yet rendered).
9.2 Termination for Convenience: Because our Services are often custom projects, termination for convenience (without cause) is generally not permitted once a project is underway, except by mutual agreement. If you wish to terminate a project early without cause, RKG may permit it in writing subject to payment of fees for all work completed up to the termination date and any non-cancellable expenses or commitments we have incurred. Month-to-month service engagements (if any) may be terminated by you for convenience with thirty (30) days’ notice, unless a longer term is agreed in a separate contract.
9.3 Effect of Termination: Upon termination of Services for any reason, RKG will stop work and deliver to you any work product completed (after payment of any outstanding fees). If you terminate due to RKG’s uncured material breach, and you have pre-paid for Services not yet rendered as of the termination date, RKG will refund the pre-paid fees for the unrendered Services. If RKG terminates for your breach or you terminate without cause, no refund will be due, and you agree to pay for all work completed and expenses incurred up to termination, including work in progress and any commitments made by RKG in expectation of completing the project. Termination shall not affect any licenses granted to you for fully paid deliverables, except that if you terminate for convenience without full payment, RKG reserves the right to revoke your right to use deliverables until full payment is made.
Each party shall promptly return or destroy the other party’s Confidential Information upon termination (except as otherwise provided in Section 4). Any provisions of these Terms which by their nature should survive termination (such as payment obligations, confidentiality, intellectual property rights, disclaimers, indemnities, and limits of liability) will survive the expiration or termination of the Services.
10. General Provisions
10.1 Governing Law and Forum: These Terms and any dispute arising out of the Services will be governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles. The parties agree that any litigation arising under these Terms will be brought solely in the state or federal courts located in [Miami-Dade County, Florida], and each party irrevocably consents to personal jurisdiction and venue in such courts. Notwithstanding the foregoing, RKG may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or Confidential Information.
10.2 Relationship of Parties: The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and RKG. Neither party has authority to bind the other to any obligation or to represent itself as the other’s agent.
10.3 No Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision. A waiver is only effective if in writing and signed by the waiving party.
10.4 Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms will remain in full force and effect.
10.5 Force Majeure: RKG will not be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, such as natural disasters, acts of government, terrorism, civil disturbances, labor strikes, internet or utility failures, or the failure of third-party service providers (a “Force Majeure”). In the event of a Force Majeure, we will notify you and make reasonable efforts to resume performance as soon as possible.
10.6 Modifications to Terms: RKG may update or revise these Terms of Use from time to time, especially to reflect changes in law or our business practices. We will provide notice of material changes (for example, by posting an updated version with a new effective date on our website or by notifying clients via email). Continued use of the Services after a revised Terms has been posted or communicated to you constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services. No modification to these Terms by you is binding unless agreed in writing and signed by both you and an authorized representative of RKG.
10.7 Entire Agreement: These Terms, together with any proposal, SOW, or other written agreement referencing them, and any applicable Privacy Policy or other documents incorporated by reference, constitute the entire agreement between you and RKG regarding the Services. They supersede all prior or contemporaneous understandings or agreements, whether written or oral, on that subject matter. In the event of a conflict between these Terms and any separately signed contract or SOW with you, the terms of the signed contract/SOW shall control to the extent of the conflict.
10.8 Notices: Any notices under these Terms should be given in writing. Notices to RKG should be sent to our official business address or email as specified on our website (or as otherwise provided to you). Notices to you will be sent to the contact information you provided. Notices will be deemed delivered and received: if by overnight courier, on the next business day; if by certified mail, on the third business day; or if by email, on the day of transmission if no bounce or error is received (provided that a copy is also sent by one of the foregoing methods).
10.9 Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without RKG’s prior written consent, except to an affiliate or a successor in interest in the case of a merger or sale of substantially all assets, and provided the assignee agrees in writing to be bound by these Terms. RKG may assign or transfer these Terms (in whole or part) to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns.
By using RKG Creative’s Services or by signing a project proposal/agreement that references these Terms of Use, you acknowledge that you have read, understood, and agree to all of the above terms. If you have any questions about these Terms, please contact us before proceeding with our Services. We value transparency and will be happy to explain any part of this documen
Thank you for choosing RKG Creative for your digital creative needs! We look forward to working with you under these fair and protective terms.
