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Terms of Service & IP Agreement

This agreement governs the commercial relationship, service subscriptions, and intellectual property boundaries between you (the Client) and Niche Marketing Solutions LLC.

Master Licensing Agreement: Access to our Website as a Service (WaaS), Marketing as a Service (MaaS), and custom digital assets is provided under a revocable, non-exclusive commercial license. We do not sell our source code or proprietary architecture; we license its performance.

1. Intellectual Property Retention (Agency IP)

In strict accordance with the U.S. Copyright Act, the Digital Millennium Copyright Act (DMCA), and applicable international treaties (such as the LFDA in Mexico), Niche Marketing Solutions LLC retains absolute and exclusive ownership of:

The proprietary Fennecore framework, source code, backend architecture, and custom API integrations.
All interactive digital assets, including B2B Advergames (micro-video games), gamification logic, and 3D rendering scripts developed by the agency.
Strategic roadmaps, conversion architectures, and proprietary data-mining methodologies.

The Client is granted a limited license to utilize these assets exclusively during the active term of their subscription. Reverse-engineering, duplicating, or attempting to extract the source code is strictly prohibited and grounds for immediate termination and legal action.

2. Client Content & Trademark Indemnification

The Client retains full ownership of their pre-existing trademarks, logos, and provided media. However, by submitting content to be uploaded into our WaaS infrastructure, the Client warrants that they possess the legal rights to use such materials under the Lanham Act (U.S.) and LFPPI (Mexico).

Indemnification: The Client agrees to fully indemnify and hold Niche Marketing Solutions LLC harmless from any legal claims, damages, or DMCA takedown notices resulting from copyright or trademark infringement caused by materials supplied by the Client.

3. Trade Secrets & Confidentiality

In compliance with the Defend Trade Secrets Act (DTSA), all methodologies related to our B2B Data Mining, Open-Source Intelligence (OSINT) extraction techniques, and algorithm configurations are classified as highly confidential Trade Secrets of Niche Marketing Solutions LLC. The Client agrees not to disclose, reproduce, or share these operational methodologies with third-party agencies or competitors.

4. Subscription, Payments, and License Revocation

Our WaaS and MaaS models operate on a subscription basis. Payment obligations are binding. Failure to remit payment within the stipulated grace period will result in:

Immediate suspension of the commercial license.
Deactivation of the WaaS platform, landing pages, and automated workflows until the account is brought current.

Niche Marketing Solutions LLC reserves the right to terminate any service agreement without prior notice if the Client engages in illegal activities, spam operations, or violates any terms of this agreement.

4.1 Third-Party Payment Processors & PCI Compliance

All financial transactions are routed through secure, PCI-DSS compliant third-party payment gateways (including licensed banking institutions and merchant payment gateways). Niche Marketing Solutions LLC does not store, inspect, or process credit card numbers or banking credentials. Your billing agreement is subject to the respective terms and privacy policies of these third-party financial institutions.

4.2 Local Pricing & USD Settlement

Prices on our platforms may be displayed in country-specific local currencies as a courtesy estimation. However, all transactions are processed and settled exclusively in United States Dollars (USD). The final transaction amount billed to your account may vary based on exchange rates and fees applied by your bank or the payment processor. Niche Marketing Solutions LLC is not responsible for any currency fluctuations or foreign transaction fees.

4.3 Invoicing & Client Portal Access

Invoices are issued digitally. Niche Marketing Solutions LLC will deliver invoices via the corporate email provided during signup, or provide access through a secure Client Dashboard. It is the Client's sole responsibility to maintain active, valid contact credentials to receive billing notices. Access to your Client Dashboard is subject to the security protocols outlined in our Privacy Policy.

4.4 Contractual Hierarchy & Statement of Work (SOW)

For custom B2B developments, specialized MaaS campaigns, or enterprise-tier WaaS configurations, the parties may sign a separate Service Order, Master Services Agreement (MSA), or Statement of Work (SOW). Any such signed agreement is fully integrated into these Terms of Service. In the event of any direct conflict between a signed SOW and these global Terms of Service, the terms of the specific signed SOW shall take precedence for that specific project scope.

4.5 Promotional Coupons, Discount Vouchers & Ambassador Credits

Promotional codes, gamified vouchers, diagnostic discounts, and Ambassador Program credits (including EXPLORA30, SOCIO20, ACCION10, EMBAJADOR30, and related campaign tokens) are provided strictly as discretionary commercial incentives. They do not constitute cash, financial assets, stored value, or transferable balances, and are non-refundable and non-exchangeable for currency under any circumstances.

All promotional credits apply exclusively toward eligible implementation, engineering, or advisory services delivered by Niche Marketing Solutions LLC. Each coupon or voucher is subject to a strict expiration timeline (session countdowns or up to 60 calendar days from issuance) after which it automatically expires. Ambassador credits earned via social media publications are restricted to one (1) single coupon per additional service scope (up to 12 distinct services across our catalog), subject to manual or automated verification of public content authenticity. Niche Marketing Solutions LLC reserves the absolute right to audit, modify, suspend, or revoke any promotional code or transaction in cases of suspected bot activity, deleted posts, deceptive links, or abusive exploitation without prior notice.

4.6 Creative Talent Network & Sandbox Independent Contractor Terms

All creative professionals, developers, 3D/CGI artists, video editors, audio engineers, legal specialists, and contributors participating in our Creative Sandbox platform operate strictly as Independent Contractors. Nothing in this agreement or participation in the Sandbox creates an employer-employee, partnership, agency, or joint venture relationship between the Contractor and Niche Marketing Solutions LLC.

Work-Made-For-Hire & Complete IP Assignment: All deliverables, work product, source code, 3D models, digital assets, visual designs, sound recordings, animations, and technical solutions created, uploaded, or submitted for projects assigned through the Creative Sandbox are classified as "Work Made for Hire" under the U.S. Copyright Act. To the extent any such work does not qualify as work-made-for-hire, the Talent hereby irrevocably assigns, transfers, and conveys to Niche Marketing Solutions LLC all worldwide right, title, and interest (including copyright, patent, trademark, and trade secret rights) upon disbursement of project compensation.

Confidentiality & Portfolio Restrictions: Talents are bound by strict non-disclosure obligations regarding project briefs, client identities, internal workflows, and unreleased assets. Talents may not publicly display, publish, or include deliverables or client trademarks in public reels or portfolios (Behance, ArtStation, GitHub, Vimeo, Social Media) without prior written authorization from Niche Marketing Solutions LLC and subsequent to the official commercial launch by the client.

4.7 Milestone Acceptance, Revision Rounds & Payout Settlement

Project assignments in the Creative Sandbox are subject to specific milestone scopes, delivery deadlines, and defined revision round limits (typically 0 to 3 rounds as stated in the project brief). Talents agree to deliver assets meeting high-tier technical standards (e.g. clean code, proper topology, ACES color grading, master audio standards). Payout disbursements are released upon verified milestone delivery and final quality assurance acceptance by the agency.

5. Governing Law and Jurisdiction

These Terms of Service, along with any disputes arising from the commercial relationship, shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles.