01 · Parties
These Terms of Service ("Terms") are a binding agreement between you ("Client", "you") and Clyvonna LLC, an Iowa limited liability company with its principal office at 5249 North Park Place NE, NUM 5945, Cedar Rapids, IA 52402, USA ("Clyvonna", "we", "us").
By signing a Statement of Work, paying an invoice, or otherwise instructing us to begin work, you agree to these Terms on behalf of the company you represent and confirm that you are authorized to do so.
02 · Engagement & scope
Every engagement begins with a written Statement of Work ("SOW") signed by both parties. The SOW defines the deliverables, timeline, team, and monthly retainer fee for that engagement. These Terms apply to every SOW unless the SOW expressly says otherwise.
We work on a rolling thirty (30) day engagement basis. Either party may end the relationship by giving the other thirty (30) days' written notice, sent by email to the contacts on the SOW.
What's in scope
- Work expressly described in the active SOW.
- Reasonable revisions of in-scope deliverables, capped at the round-count noted in the SOW.
- Weekly working sessions with the named squad on your account.
What's out of scope
- Work not described in the SOW, including new launches, brand extensions, or net-new disciplines.
- Third-party media spend, talent fees, licensing, software licences, and pass-through costs — billed at cost with no markup.
- Work performed for a brand that competes with another active Clyvonna client at the sub-category level.
03 · Fees & payment
Retainer fees are invoiced monthly in advance and are due net fifteen (15) days from the invoice date. Pass-through costs (media spend, licensing, talent) are invoiced separately at cost.
Fees are non-refundable once work has begun for the period in question, except where a refund is required by law or expressly agreed in writing.
Overdue invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Iowa law. We may pause work on an account that is more than fifteen (15) days past due, after one written reminder.
04 · Price changes
We may change the retainer fee or the rate card for new engagements at any time. For an active engagement, any change to the retainer fee requires at least thirty (30) days' written notice before the change takes effect.
If you object to a proposed change, you may terminate the engagement under the notice provisions in Section 9 without further obligation beyond fees already accrued.
05 · Intellectual property
All final deliverables produced under an SOW and paid for in full are assigned to you on payment. You own the work, the campaigns, the films, the identity assets, the production files, and any source code we wrote for you.
We retain ownership of our pre-existing tools, frameworks, internal templates, and methodologies. We may show finished work in our portfolio and in pitches — never with confidential numbers, never without giving you the courtesy of a heads-up first.
06 · Confidentiality
We treat your business information, performance numbers, customer data, and strategic plans as confidential and we do not share them outside the team working on your account. We sign a mutual NDA before scoping work and that NDA survives the end of the engagement.
You agree to treat our pricing, our process documents, our team's compensation, and the contents of our internal playbooks with the same care.
07 · Client data & privacy
Where you provide us with personal data (customer lists, audience exports, CRM data), we act as a Data Processor on your behalf. We process that data only for the purposes set out in the SOW and only for as long as the engagement requires.
We comply with the EU General Data Protection Regulation (GDPR) for data relating to EEA residents, and with the California Consumer Privacy Act (CCPA) for data relating to California residents. We have never sold personal information and we will not start.
See our Privacy Policy for the full picture.
08 · Warranty & liability
We warrant that we will perform the services with the care and skill reasonably expected of a senior creative studio in our category, and that the work product will be original to us unless expressly noted otherwise.
Beyond the warranty above, the services are provided "as is" without further warranty. We don't promise specific business outcomes — no growth target, no ROAS, no revenue figure.
Total liability cap. Our total liability under this agreement, for any cause and on any theory, is capped at the total fees you have paid us in the twelve (12) months immediately preceding the event that gave rise to the claim.
Neither party is liable for indirect, incidental, consequential, special, or punitive damages — including lost profits or lost revenue — even if advised of the possibility in advance.
09 · Termination & data export
Either party may terminate any engagement at any time by giving thirty (30) days' written notice. Either party may also terminate immediately if the other materially breaches these Terms and fails to cure that breach within fifteen (15) days of written notice.
On termination:
- You owe fees for work performed up to the end of the notice period.
- We hand back administrative access to any platforms held in your name (ad accounts, analytics, lifecycle, repositories).
- We give you thirty (30) days from the termination date to export your data from any Clyvonna-hosted tools or shared drives. After that, we may delete project data on a rolling basis unless we have a legal obligation to retain it.
10 · Disputes & governing law
These Terms, the SOW, and any dispute arising out of them are governed by the laws of the State of Iowa, United States, without regard to its conflict of laws principles. The state and federal courts located in Linn County, Iowa have exclusive jurisdiction.
Before filing anything, both parties agree to attempt a real conversation in good faith. We have never sued a client. We would prefer to never start.
11 · Contacting us
Questions about these Terms, an NDA request, or anything legal should go to legal@clyvonna.com. For commercial questions, hello@clyvonna.com is the right door.
Clyvonna LLC
5249 North Park Place NE, NUM 5945
Cedar Rapids, IA 52402 · USA