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Terms and Conditions

Introduction

This TERMS OF SERVICE AGREEMENT (this “Agreement”) governs the terms and conditions of service between Tasty Edits Inc, a Nevada corporation (“we”, “our”, “us” or “Tasty Edits”), and you as the customer (“you”, “your”, or “Customer”) for the provision of video editing, thumbnail design, YouTube channel management, and social media management services. By using our Site (https://www.tastyedits.com/) or Services or Video Order Management Application (VOMA) (https://voma.tastyedits.com/), you agree to be bound by this Agreement.

We reserve the right to modify this Agreement at any time. When material updates are made, we will notify you by displaying a notice or pop-up within VOMA or by sending an email to the address associated with your account. Your explicit acknowledgment within VOMA, or your continued use of the Site or Services after receiving notice of such modifications, constitutes your binding acceptance of the updated Agreement. If you disagree with any modified terms, you must immediately cease using the Services and notify us of your cancellation of this Agreement.

Our Privacy Policy is also incorporated into this Agreement by reference and governs how we collect and use your data.

This Agreement supersedes any prior agreements between the parties, regardless of when or with whom they were made.

Definitions

In this Agreement, the following terms have the specific meanings indicated, unless the context clearly indicates otherwise:

  • Relationship of the Parties: Tasty Edits provides its Services to you as an independent corporate service provider. This Agreement does not create an employment, agency, partnership, or joint venture relationship.
  • “Agreement” means this Terms of Service agreement between Tasty Edits and the Customer.
  • “Content” means any and all materials, including, without limitation, video footage, audio recordings, images, text, graphics, logos, and any other creative elements, that you provide to us for the purpose of performing the Services.
  • “Customer” means the individual or entity that purchases and/or uses the Services.
  • “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, software creations such as VOMA, and any other intellectual property rights recognized in any jurisdiction.
  • “Services” means the video editing, thumbnail design, and YouTube channel management services provided by Tasty Edits to the Customer pursuant to this Agreement, as further described on the Site or as otherwise agreed in writing by Tasty Edits and the Customer.
  • “Site” means the website of Tasty Edits, currently accessible at https://www.tastyedits.com/.
  • “Tasty Edits” means the company providing the Services, located in Las Vegas, Nevada.
  • “Video Order Management Application (VOMA)” means the proprietary software application owned by Tasty Edits, used for managing video editing projects, providing YouTube channel management services, and managing communication between the Customer and Tasty Edits.

Relationship of the Parties

The relationship between Tasty Edits and Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties. Neither party has any authority to bind, commit, or make any representations on behalf of the other party without such other party’s express prior written consent.

Services

Tasty Edits offers the following services to its clients:

  • Video Editing: We provide professional video editing services for both long-form and short-form videos, including those for YouTube, social media platforms, and other online channels. Our video editing services can include, but are not limited to, the following:
    • Video editing
    • Animated titles and text
    • Motion graphics and transitions
    • Music, sound effects, and other effects
    • Color correction
    • Audio correction
    • Optimizing video format and quality for various platforms
  • Thumbnail Design: We provide professional thumbnail design services for YouTube and other video platforms. Our thumbnail design services can include, but are not limited to, the following:
    • Thumbnail ideation
    • Thumbnail sketches
    • Thumbnail creation
  • YouTube Channel Management: We provide professional and comprehensive YouTube channel management and strategy services. By using our YouTube Channel Management services, you agree to be bound by the YouTube Terms of Service, which can be found at https://www.youtube.com/t/terms. You also acknowledge that these services use YouTube API Services and that your data is handled in accordance with the Google Privacy Policy at https://www.google.com/policies/privacy. You may manage or revoke Tasty Edits’ access to your YouTube account data via the Google security settings page at https://myaccount.google.com/connections. Our YouTube channel management services can include, but are not limited to, the following:
    • Strategy calls
    • Developing and implementing channel-wide strategies and improvements
    • Developing and implementing content strategies
    • Optimizing video thumbnails, titles, descriptions, and other data for YouTube
    • Creating and managing playlists
    • Analyzing channel performance and providing recommendations
    • Analyzing content performance such as retention and providing recommendations
    • Managing community engagement
  • Social Media Management: We provide professional social media management services to help clients grow their online presence and engage with their audience. Our social media management services can include, but are not limited to, the following:
    • Managing up to four (4) social media platforms
    • Developing and implementing social platform strategies
    • Developing and implementing content strategies for social platforms
    • Managing social media accounts and scheduling posts
    • Engaging with followers and responding to comments
    • Analyzing social media performance and providing recommendations

We reserve the right to modify or discontinue any of our services at any time, with or without notice.

Turnaround Times and Revisions

Estimated Turnaround Times: Tasty Edits aims to provide efficient and timely services. Our estimated turnaround times for various services are as follows:

  • Long-form Video Editing (Horizontal) first draft: forty-eight (48) hours  
  • Short-form Video Editing (Vertical) first draft: twenty-four (24) hours  
  • Thumbnail Design first draft: twenty-four (24) hours  

Turnaround Time Disclaimer: The turnaround times listed above are estimates and are not guaranteed. Actual turnaround times may vary depending on several factors, including but not limited to:

  • Complexity of the project
  • Volume of requests
  • Availability of Personnel
  • Client responsiveness

Revisions:

  • Requesting Revisions: You can request revisions by submitting revision notes through the VOMA dashboard.  
  • Revision Turnaround Time: We aim to complete revision requests within twenty-four (24) hours, but actual turnaround times may vary depending on the complexity and number of revisions requested.  
  • Review Period: You have five (5) calendar days after the delivery of a video, thumbnail, or other deliverable or service to review it and request revisions. If no revisions are requested within this period, the order or service may be marked as completed and closed.  
  • Completed Orders: Completed orders are considered closed and cannot be reopened.

No Guarantee of Turnaround Times: Tasty Edits makes no guarantees regarding turnaround times for any of its services. The estimated turnaround times are provided for informational purposes only and should not be relied upon for time-sensitive projects.

Content Ownership and Usage Rights

Ownership: You retain all ownership rights to the Content you provide to Tasty Edits, and Tasty Edits assigns and transfers to you all right, title, and interest in and to the final Deliverables provided to you through our Services. You grant Tasty Edits a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to archive, use, reproduce, modify, adapt, publish, create derivative works from, distribute, and display the Content and the Deliverables for internal training and quality control purposes, our own marketing and promotional purposes, and record-keeping purposes. This license includes the right for Tasty Edits to sub-license these rights to third parties acting on our behalf such as marketing agencies or service providers.

Moral Rights: You waive any and all moral rights you may have in the Content and the Deliverables, including but not limited to the rights of attribution, integrity, and association.

Revocation: You may revoke the license for marketing and promotional purposes by providing written notice to Tasty Edits at info@tastyedits.com with the subject line “Content Usage Revocation.”  

Restrictions: You represent and warrant that you have all necessary rights and permissions to grant Tasty Edits the licenses described above. You agree not to provide Tasty Edits with any Content that:  

  • Infringes on the Intellectual Property Rights of any third party.  
  • Violates any applicable laws or regulations.  
  • Contains any harmful, offensive, or defamatory material.  

Tasty Edits reserves the right to refuse to use any Content that it deems inappropriate or in violation of this Agreement.

Non-Solicitation

Protection of Personnel: You acknowledge that Tasty Edits’ relationship with its personnel, including but not limited to its employees, independent contractors, officers, and any other workers (collectively, “Personnel”), as well as the other customers that Tasty Edits provides service to, is crucial to its business operations. Therefore, you agree not to engage in any conduct that would harm or interfere in any way with Tasty Edits’ relationship with its Personnel.

Prohibited Activities: Specifically, you agree that you will not, directly or indirectly:

  • Solicit, induce, or attempt to induce any Personnel to leave Tasty Edits’ employ or otherwise terminate their relationship with Tasty Edits.
  • Hire or attempt to hire any Personnel away from Tasty Edits.
  • Interfere with or disrupt Tasty Edits’ relationship with its Personnel.
  • Engage in any other conduct that could reasonably be expected to harm Tasty Edits’ business interests with respect to its Personnel.
  • Encourage or induce any of Tasty Edits’ clients to terminate their relationship with Tasty Edits or to engage the services of a competitor or any other individual.

Scope of Restriction: This non-solicitation provision applies to all Personnel and clients with whom you have come into contact or become aware of as a result of your relationship with Tasty Edits, regardless of whether such Personnel and clients were directly involved in providing services to you.

Duration of Restriction: This non-solicitation provision shall remain in effect for a period of one (1) year after the termination of this Agreement.

Remedies for Breach: You acknowledge and agree that any breach of this non-solicitation provision will cause irreparable harm to Tasty Edits, for which monetary damages may be inadequate. Therefore, in addition to any other remedies available to Tasty Edits at law or equity, Tasty Edits shall be entitled to seek injunctive relief to prevent or stop any such breach.

Forfeiture of Funds: In the event of any actual or threatened breach of this non-solicitation provision, Tasty Edits shall have the right to immediately, without prior notice:

  • Terminate this Agreement and cease all Services.
  • Disable access to your VOMA account.
  • Retain all prepaid fees, unredeemed credits, and active subscription balances as liquidated damages, which shall be deemed fully earned by Tasty Edits and non-refundable.

These remedies are cumulative and in addition to Tasty Edits’ right to seek injunctive relief, monetary damages, and recovery of attorneys’ fees in court.

Payment

You agree to pay Tasty Edits the fees for the Services as specified on the Site or Video Order Management Application (VOMA). All fees are exclusive of any applicable taxes, and or payment processing fees, which shall be added to the total amount due.

Payment may be made by credit card, debit card, or other payment methods (if available) as indicated during checkout. You authorize Tasty Edits to charge your chosen payment method for the fees.

You are responsible for providing accurate and up-to-date payment information. You agree to promptly update your payment information in the event of any changes.

Tasty Edits reserves the right to change its fees at any time, with or without prior notice. However, any changes to the fees will not affect projects for which you have already submitted on VOMA, unless otherwise agreed in writing.

In the event of non-payment, Tasty Edits may suspend your access to the Services and/or pursue any and all available remedies available under this Agreement, at law, and in equity, to collect the outstanding fees. You agree that you will burden the responsibility for all legal fees associated with pursuing a remedy to any outstanding fees that you have not paid.

Expiration of Credits

Credit System: Tasty Edits utilizes a credit system for its Services. When you make a payment, you receive a corresponding number of credits, which can be used to purchase Services through the Video Order Management Application (VOMA).

Expiration: All credits expire ninety (90) days from the date of purchase, unless otherwise specified in writing. Once expired, credits cannot be redeemed for Services, refunded, or reimbursed.

Refunds: Credits are not refundable. All credit purchases are final.

Tracking Expiration: It is your responsibility to track your purchase dates and credit expiration dates. You can calculate the expiration date by adding ninety (90) days to the date and time you received the purchase receipt email.

Expiration Notifications: Tasty Edits will make reasonable efforts to inform you of upcoming credit expirations, but we do not guarantee that we will do so. It is ultimately your responsibility to monitor your credit balances and expiration dates.

Extension of Expiration: You may have the option to extend the expiration date of credits through the VOMA dashboard for free or for a fee.

No Liability for Expired Credits: Tasty Edits shall not be liable for any losses or damages arising from or related to the expiration of credits.

Default Interest and Late Charges

If Customer fails to pay any amount due under this Agreement when due, Customer shall pay, in addition to such past-due amount: (a) interest on the unpaid balance at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), compounded monthly, from the due date until the date of payment in full; (b) a late charge of five percent (5%) of the overdue amount (or $50.00, whichever is greater) for each payment that is more than five (5) days past due; and (c) all costs of collection incurred by Tasty Edits, including reasonable attorneys’ fees and expenses, collection agency fees, and court costs. Tasty Edits may, at its sole and absolute discretion, suspend all Services and refuse to perform any further work until all past-due amounts, together with all accrued interest, late charges, and collection costs, are paid in full. Any suspension of Services under this provision shall not constitute a breach of this Agreement by Tasty Edits or excuse Customer from any of its obligations hereunder.

Refunds

Tasty Edits does not provide refunds under any circumstance. All payments are non-refundable. Credits are not refundable. All credit purchases are final.

We may, in our sole and absolute discretion (and without any obligation whatsoever), offer a refund or credit for future services if:

  • We determine that there has been a significant error or deficiency in the services provided.
  • The project is cancelled by Tasty Edits due to unforeseen circumstances.

If a refund is granted, it will be issued to the original payment method used for the purchase and will not include any processing fees or other associated costs incurred by Tasty Edits.

To request a refund, please contact us at info@tastyedits.com with the subject line “Refund Request.”

Intellectual Property

Tasty Edits’ Ownership: Tasty Edits retains all ownership rights to its Intellectual Property, including but not limited to:

  • Business operations, methodologies, and systems of organization.  
  • Methods, workflows, applications, and software used in providing the Services.  
  • The Video Order Management Application (VOMA).  
  • Any trademarks, service marks, logos, and branding elements associated with Tasty Edits.  

No License Granted: You are granted no license or right to use Tasty Edits’ Intellectual Property in any way, except as expressly permitted in this Agreement.

Restrictions: You agree not to:

  • Replicate, reproduce, or create any derivative works based on Tasty Edits’ Intellectual Property.  
  • Reverse engineer, decompile, or disassemble any software or applications provided by Tasty Edits.  
  • Use Tasty Edits’ trademarks, service marks, or logos without prior written consent.

Enforcement: Tasty Edits will vigorously protect its Intellectual Property Rights and pursue any and all available legal remedies against any infringement or unauthorized use.

Confidentiality

Confidential Information: “Confidential Information” means any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, but is not limited to:  

  • Customer Information: Information relating to the Customer’s business, including but not limited to, financial information, marketing strategies, customer lists, and any other proprietary information.
  • Tasty Edits Information: Information relating to Tasty Edits’ business, including but not limited to, pricing, internal processes, methods, techniques, know-how, and any other proprietary information.
  • Project Information: Information relating to the Services, including but not limited to, project proposals, project specifications, deliverables, and any other information shared between the parties in connection with the project.

Non-Use and Non-Disclosure: The Receiving Party agrees:

  • Not to use the Disclosing Party’s Confidential Information for any purpose other than those expressly permitted under this Agreement.  
  • Not to disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party.  
  • To protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.  

Exceptions: The obligations of confidentiality under this section do not apply to information that:

  • Was already known to the Receiving Party prior to disclosure by the Disclosing Party.
  • Is or becomes publicly known through no wrongful act of the Receiving Party.
  • Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
  • Is required to be disclosed by law or by order of a court or other governmental authority.  

Remedies: The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or stop any such unauthorized disclosure or use, in addition to any other remedies available at law or equity.

Warranties and Disclaimers

Mutual Warranties: Both Tasty Edits and the Customer warrant that:

  • They have the legal right and authority to enter into this Agreement and perform their obligations hereunder.  
  • The execution and performance of this Agreement will not violate any agreement to which they are a party or any applicable law or regulation.  

Tasty Edits’ Warranties: Tasty Edits further warrants that:

  • The Services will be performed in a professional and workmanlike manner, using commercially reasonable skill and care.  
  • The Services will not infringe on the Intellectual Property Rights of any third party.  

Disclaimers:

  • No Guarantee of Specific Results: Tasty Edits does not guarantee any specific results from the Services, such as increased viewership, subscribers, or revenue.  
  • No Warranty of Content Accuracy: While Tasty Edits takes reasonable steps to ensure the accuracy of the Content, we do not warrant that the Content will be error-free or that it will meet your specific requirements.  
  • No Warranty of Compatibility: Tasty Edits does not warrant that the Services will be compatible with all hardware, software, or platforms.  
  • Disclaimer of Implied Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TASTY EDITS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  

Limitation of Liability: Please refer to the “Limitation of Liability” section of this Agreement for a detailed explanation of the limitations of Tasty Edits’ liability under this Agreement.

Limitation of Liability

Disclaimer of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TASTY EDITS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, DIRECTLY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF TASTY EDITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Aggregate Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TASTY EDITS’S TOTAL CUMULATIVE LIABILITY DIRECTLY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO TASTY EDITS FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Exceptions to Limitations: The limitations of liability in this section shall not apply to:

  • Tasty Edits’ liability for its gross negligence or willful misconduct.
  • Tasty Edits’ liability for personal injury or death caused by its gross negligence.
  • Tasty Edits’ liability for its breach of confidentiality obligations under this Agreement.
  • Tasty Edits’ liability for its infringement of the Customer’s Intellectual Property Rights.

Customer’s Responsibility: The Customer acknowledges and agrees that the use of the Services is at the Customer’s sole risk. Tasty Edits makes no representations or warranties, express or implied, with respect to the Services, including but not limited to, any warranties of merchantability, fitness for a particular purpose, or non-infringement.

Indemnification

Customer’s Indemnification of Tasty Edits:

Customer agrees to indemnify, defend, and hold harmless Tasty Edits, its parent companies, subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents, contractors, and licensors (collectively, the “Tasty Edits Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and expenses, expert witness fees, and costs of investigation and litigation) (collectively, “Losses”) arising out of or relating to:

  • Customer’s use of the Services, including any use by Customer’s employees, agents, contractors, or any third party accessing the Services through Customer’s account.
  • Customer’s breach or alleged breach of any representation, warranty, covenant, or obligation under this Agreement.
  • Customer’s Content, including, without limitation, any claim that the Content infringes, misappropriates, or violates any Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party, or violates any applicable law, rule, or regulation.
  • Customer’s negligence, gross negligence, recklessness, or willful misconduct.
  • Any dispute or claim between Customer and any third party, including Customer’s clients, customers, or end users.
  • Any taxes, duties, or governmental charges assessed against Tasty Edits arising from Customer’s use of the Services (excluding taxes based on Tasty Edits’ net income).

Tasty Edits’ Indemnification of Customer:

Subject to the limitations set forth in this Agreement, Tasty Edits agrees to indemnify and hold harmless Customer from and against any third-party claims, damages, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in a Tasty Edits-approved settlement, arising directly from:

  • Tasty Edits’ material uncured breach of this Agreement, provided such breach is not caused by or contributed to by Customer’s acts, omissions, Content, or breach of this Agreement.
  • Tasty Edits’ gross negligence or willful misconduct in the performance of the Services, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
  • A final, non-appealable judgment by a court of competent jurisdiction that the Services, as provided by Tasty Edits and used by Customer in accordance with this Agreement, directly infringe a valid United States patent or copyright held by a third party, provided that Tasty Edits shall have no obligation to indemnify Customer if the alleged infringement arises from: (i) Customer’s Content or materials; (ii) modification of the Services by anyone other than Tasty Edits; (iii) combination of the Services with any products, services, or technology not provided by Tasty Edits; (iv) use of the Services in violation of this Agreement or applicable law; or (v) Tasty Edits’ compliance with Customer’s specifications, instructions, or designs.

Indemnification Procedure:

The party seeking indemnification (the “Indemnified Party”) shall: (a) provide prompt written notice to the indemnifying party (the “Indemnifying Party”) of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced thereby; (b) grant the Indemnifying Party sole control over the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance to the Indemnifying Party in connection with such defense and settlement. The Indemnifying Party shall have the right to control the defense and settlement of any indemnified claim, provided that the Indemnifying Party:

  • May not settle any claim in a manner that imposes any liability, admission of fault, or obligation on the Indemnified Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed).
  • Shall keep the Indemnified Party reasonably informed of the status of the defense and any settlement negotiations.
  • Shall use counsel reasonably acceptable to the Indemnified Party, provided that the Indemnified Party shall not unreasonably object to the Indemnifying Party’s choice of counsel.

Limitations on Indemnification:

Notwithstanding anything to the contrary in this Agreement: (a) the Indemnifying Party shall not be liable for any settlement entered into without its prior written consent; (b) the Indemnified Party may participate in the defense of any claim at its own expense with counsel of its own choosing; (c) Customer’s indemnification obligations under this Agreement are not subject to any limitation of liability or cap on damages set forth in this Agreement; and (d) Tasty Edits’ indemnification obligations under this Agreement are subject to and limited by the limitation of liability provisions set forth elsewhere in this Agreement.

Termination

Termination for Convenience:

  • By Customer: You may terminate this Agreement for any reason, with or without cause, by providing written notice to Tasty Edits at least fourteen (14) days prior to the intended termination date.
  • By Tasty Edits: Tasty Edits may terminate this Agreement for any reason, with or without cause, by providing written notice to you at least fourteen (14) days prior to the intended termination date.

Termination for Breach:

  • By Either Party: This Agreement may be terminated by either party immediately upon written notice to the other party if the other party:
    • Breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after written notice of the breach.  
    • Becomes insolvent or bankrupt, or files for liquidation or dissolution.

Effect of Termination:

  • Upon termination of this Agreement for any reason:
    • You shall immediately cease all use of the Services.
    • Tasty Edits shall cease providing the Services to you.
    • You shall pay Tasty Edits all fees and expenses incurred up to the date of termination.
    • The provisions of this Agreement that by their nature are intended to survive termination (including, but not limited to, the provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification) shall survive termination.
    • Survival of Non-Solicitation and Confidentiality: Notwithstanding anything to the contrary in this Agreement, Tasty Edits’ right to enforce the Non-Solicitation and Confidentiality provisions shall survive the termination of this Agreement for any reason.

No Liability for Termination:

Neither party shall be liable to the other party for any damages or losses arising out of or relating to the termination of this Agreement in accordance with its terms.

Survival

The following provisions shall survive the expiration or termination of this Agreement for any reason: all provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, non-solicitation, dispute resolution, governing law, and any other provisions that by their nature or express terms are intended to survive.

Dispute Resolution

Informal Resolution:

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute informally through good faith negotiations. If the parties are unable to reach an informal resolution within thirty (30) days, then the dispute shall be resolved by litigation as set forth below.

Exclusive Jurisdiction and Venue:

Any and all disputes, claims, or controversies arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by litigation in the state or federal courts located in Clark County, Nevada. For any such dispute, Customer irrevocably: (a) submits to the exclusive jurisdiction and venue of the state courts of Clark County, Nevada, or the United States District Court for the District of Nevada; (b) consents to personal jurisdiction in such courts; and (c) waives any objection to the laying of venue in such courts, including any objection based on inconvenient forum, improper venue, or lack of personal jurisdiction. Each party agrees that service of process, summons, notice, or other document by U.S. mail, overnight courier, email to the address used to provide services, or any other method permitted by law shall be effective service of process for any suit, action, or proceeding brought in any such court.

Service of Process by Alternative Means:

The parties expressly consent to service of process by alternative means, including, without limitation, email, overnight courier, or other agreed-upon method, and each party hereby waives any requirement of service under the Hague Service Convention, any other international service treaty or protocol, or any other law, rule, or regulation that would otherwise require service by a particular method. Service by any of the foregoing means shall be deemed effective upon transmission (in the case of email) or upon delivery (in the case of overnight courier or other physical delivery).

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Prevailing Party; Attorneys’ Fees:

In any litigation, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, costs, and expenses, including but not limited to expert witness fees, court costs, filing fees, and any costs incurred in enforcing any judgment or award. For purposes of this provision, the “prevailing party” shall mean the party that substantially prevails on the merits of the dispute, as determined by the court or other adjudicative body.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor strikes, shortages of materials, government regulations, cyberattacks, power outages, or telecommunications failures (each, a “Force Majeure Event”). The affected party shall promptly notify the other party of the occurrence of such a Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice to the other party, without liability to either party except for payment obligations accrued prior to termination. Notwithstanding the foregoing, a Force Majeure Event shall not excuse Customer’s payment obligations under this Agreement.

Electronic Signatures; Counterparts

This Agreement and any amendment, modification, or supplement hereto may be executed by electronic signature or digital signature in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Nevada Uniform Electronic Transactions Act (NRS Chapter 719). Electronic signatures, whether digital or encrypted, shall have the same legal effect, validity, and enforceability as original ink signatures. Each party agrees not to contest the validity or enforceability of this Agreement or any document executed in connection herewith solely on the basis that it was signed electronically. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email (including PDF or other electronic format) or other electronic means shall be as effective as delivery of an originally executed counterpart.

Notices

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) upon personal delivery; (b) upon transmission by email (with confirmation of receipt or no bounce-back notification); (c) one (1) business day after deposit with a nationally recognized overnight courier service, prepaid for next-business-day delivery; or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as follows:

If to Tasty Edits:

  • info@tastyedits.com
  • Subject Line: Legal Notice – [Your Name/Company Name]

If to Customer:

  • To the email address associated with your Tasty Edits account.

Response Time: Both parties agree to respond to any notice or communication within fourteen (14) business days of receipt. Failure to respond within such period shall not constitute acceptance or waiver of any rights.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the original intent of the parties to the greatest extent possible, and the remaining provisions shall remain in full force and effect. The invalidity of any provision in any particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Interpretation

Headings: The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.

Singular and Plural: Words in the singular shall include the plural, and words in the plural shall include the singular, unless the context otherwise requires.  

Gender: Words importing any gender shall include all genders.

Formatting: Formatting devices, such as boldface, italics, and underlining, are used for emphasis only and shall not affect the interpretation of any provision.

No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Cumulative Remedies

The rights and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity. The exercise of any right or remedy by either party shall not preclude the exercise of any other right or remedy.

Further Assurances

Each party agrees to execute and deliver such further documents, and to perform such further acts, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement.

Assignment

Customer may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Tasty Edits, which consent may be withheld in Tasty Edits’ sole and absolute discretion. Any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Tasty Edits may freely assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without Customer’s consent, including to any affiliate, successor, or acquirer of Tasty Edits or any entity that acquires substantially all of Tasty Edits’ assets or business related to this Agreement.

Entire Agreement

This Agreement, including all exhibits, schedules, attachments, and documents incorporated by reference herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, communications, representations, understandings, or agreements, whether oral or written, relating to such subject matter. No representation, warranty, promise, inducement, or statement of intention has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not set forth herein. This Agreement may only be amended or modified by a written instrument signed by authorized representatives of both parties. No course of dealing, usage of trade, or course of performance shall be used to modify, supplement, or interpret this Agreement.

Last updated: July 26, 2026