Terms & Conditions – SERPA Media Group (SERPAmediagroup.com)
Effective Date: 1 October 2024

These Terms & Conditions (“Terms”) govern your use of the services provided by SERPA Media Group (“we”, “our”, “us”) and the relationship between SERPA and any brand, agency, or individual that engages with us to promote, distribute or otherwise manage its products or services on the SERPA platform or brands (“Partner”). By accessing or using SERPAmediagroup.com brands or sites, you (“you”, “your”) agree to be bound by these Terms. If you do not agree, do not use the site or engage with SERPA.

1. Definitions

2. Eligibility & Registration

1. Eligibility – You must be at least 18 years old or have the legal capacity to enter into binding contracts in your jurisdiction.
2. Registration – To become a Partner you must complete the online registration process, providing accurate, complete and up‑to‑date information.
3. Account Security – You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3. Partnership Overview

1. Nature of the Relationship – SERPA acts only as a platform provider. The partnership is a non‑exclusive, non‑affiliative, and purely commercial arrangement.
2. No Agency or Partnership – SERPA is not an agent, partner, or co‑owner of the Partner’s business. All strategic, operational and legal decisions remain solely with the Partner.
3. Third‑Party Services – Any third‑party services (e.g., payment processors, logistics, legal counsel) used by the Partner are governed by separate agreements.

4. Partner Responsibilities

1. Compliance & Legal – The Partner must ensure that all products, services, and marketing materials comply with all applicable laws, regulations, and industry standards in each jurisdiction where they are offered.
2. Player Terms – The Partner is solely responsible for providing, enforcing, and maintaining its own Terms & Conditions, privacy policy, and any other contractual documents (“Partner T&Cs”) that govern the relationship between the Partner and its Players.
3. Information Accuracy – The Partner must provide accurate, timely, and complete information for each listing, including product details, pricing, availability, and any disclosures required by law.
4. Fulfilment & Service – All product fulfilment, delivery, warranty, support and dispute resolution must be handled directly by the Partner. SERPA is not liable for any failures or delays in the Partner’s service.
5. Indemnification – The Partner shall indemnify, defend and hold SERPA harmless from any claim, loss, liability, cost or expense arising out of the Partner’s breach of these Terms, its Partner T&Cs, or any applicable law.

5. Player Interaction

1. Relationship – Players interact only with the Partner. SERPA’s role is limited to listing and promoting the Partner’s offerings.
2. Risk – SERPA disclaims all liability for any claim or dispute between a Player and the Partner.
3. Dispute Resolution – Any dispute or claim between a Player and the Partner must be resolved in accordance with the Partner’s T&Cs and applicable law.

6. Fees & Payment

1. Listing Fees – The Partner pays a non‑refundable fee for listing or promotion services (“Listing Fees”).
2. Payment Processing – SERPA may receive payments on behalf of the Partner for product sales (if applicable). All payment flows are governed by the payment processor’s terms.
3. Currency & Conversion – All fees are charged in the currency specified on the Partner’s profile. SERPA is not responsible for currency conversion rates.

7. Refunds & Disputes

1. Non‑Refundable Fees – Listing Fees and any other service fees paid to SERPA are non‑refundable under any circumstances.
2. Player Refunds – Refunds to Players for purchases of the Partner’s products/services are the sole responsibility of the Partner. SERPA does not process or facilitate such refunds.
3. Dispute Resolution – Any dispute over a fee charged by SERPA must be raised in writing within 30 days of the charge. SERPA will investigate and respond within 14 days.
4. Chargeback – If a Player initiates a chargeback with their bank, SERPA is not responsible for the outcome. The Partner must handle all chargeback disputes in accordance with its own procedures.

8. Intellectual Property

1. SERPA IP – All trademarks, logos, designs, and content owned by SERPA remain its exclusive property.
2. Partner Content – The Partner retains ownership of any content it submits. By posting on the platform, the Partner grants SERPA a worldwide, royalty‑free, non‑exclusive license to use, reproduce, modify and display that content solely for the purpose of providing the Services.

9. Confidentiality

1. Confidential Information – Both parties agree to keep confidential any proprietary information disclosed during the partnership.
2. Exceptions – Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

10. Termination

1. Termination by SERPA – SERPA may terminate the partnership immediately if the Partner:
   
   • Violates any provision of these Terms,
   • Fails to pay any fees due,
   • Engages in fraudulent or unlawful conduct,
   • Fails to maintain a valid account after repeated warnings, or
   • Impacts SERPA media brand, website reputation.
    
2. Termination by Partner – The Partner may terminate partnership without any given notice if the partner has breached any points above.
3. Effect of Termination – Termination does not relieve either party of any liability accrued prior to termination. All pending payments must be settled within 60 days.

11. Limitation of Liability

1. No Liability for Player Claims – SERPA shall not be liable for any loss, damage, or claim arising from the Partner’s products, services, or player interactions.
2. Cap on Liability – SERPA’s liability is limited to the total fees paid by the Partner in the twelve (12) months preceding the claim.
3. Disclaimer – SERPA provides the Services “as is” and disclaims all warranties, express or implied.

12. Governing Law & Dispute Resolution

1. Jurisdiction – These Terms are governed by the laws of the jurisdiction in which SERPA’s principal office is located, without regard to conflict of law principles.
2. Dispute Resolution – Any dispute arising from these Terms shall be resolved through binding arbitration in the jurisdiction of SERPA’s principal office, except that either party may seek injunctive relief in a court of competent jurisdiction.

13. Miscellaneous

1. Entire Agreement – These Terms constitute the entire agreement between you and SERPA with respect to the partnership.
2. Severability – If any provision is held unenforceable, the remaining provisions remain effective.
3. Amendments – SERPA may amend these Terms by posting the revised version on SERPAmediagroup.com. The Partner’s continued use of the Services after such notice constitutes acceptance of the changes.
4. Assignment – The Partner may not assign or transfer these Terms without SERPA’s prior written consent.
5. Contact Information – For questions or concerns, please contact us at:
   Email: [email protected]

By registering as a Partner or continuing to use SERPAmediagroup.com, you acknowledge that you have read, understood, and agree to be bound by these Terms.