Effective Date: May 31, 2026
Provider: Hemanic LLC (a Tennessee Limited Liability Company)
Website: www.hemanic.com
Welcome to Hemanic. Please read these Terms of Service (“Agreement”) carefully. This Agreement governs your use of the Hemanic website and forms a legally binding contract between Hemanic LLC (“Hemanic”, “we”, “us”, or “our”) and the individual or entity engaging our services (“Client”, “you”, or “your”).
By browsing our website, accepting a proposal, or initiating payment to Hemanic, you agree to be bound by these terms.
Hemanic provides specialized services across internal infrastructure, technical systems, external digital visibility, and strategic positioning. Because our services are highly customized to the technical and creative needs of each business, our pricing is bespoke. The specific scope, timeline, and fees for any project or monthly retainer will be detailed in a separate Statement of Work, Proposal, or digital invoice (each referred to as an "Engagement Document").
This Agreement serves as the master framework for all interactions between Hemanic and the Client. If there is a conflict between this Agreement and an active Engagement Document, the specific terms of the active Engagement Document will take precedence for that specific project or retainer.
Any requests for modifications, additions, or services outside the scope defined in the active Engagement Document (including requests for unplanned content production, additional web features, or out-of-scope technical administration) will be treated as a "Change Order" and billed at Hemanic’s standard bespoke hourly or flat rates.
Clients will be billed either on a project-by-project basis or via a recurring monthly retainer, as specified in your active Engagement Document.
For all monthly recurring retainers and project invoices, payment is primarily processed via ACH Direct Debit (automated bank transfer).
By providing your bank account details and authorizing payment, you authorize Hemanic to automatically debit your designated bank account for the amounts specified in your invoices or recurring billing schedule.
Processing Lag: You acknowledge that ACH Direct Debit transactions typically take three (3) to five (5) business days to clear. An invoice is not legally considered "paid" until the funds have fully cleared and settled into Hemanic’s account.
If an ACH debit is rejected due to insufficient funds, incorrect banking information, or account closure, the Client is responsible for rectifying the payment immediately. Hemanic reserves the right to charge a $35.00 administrative fee per failed transaction to cover processing penalties incurred during the attempt.
Invoices not paid within five (5) business days of the due date will be considered overdue. If an account is overdue, Hemanic reserves the absolute right to suspend all active services—including but not limited to technical administration, security monitoring, website hosting support, and active creative production—without liability for any system vulnerabilities, operational disruptions, or business losses that occur during the suspension.
To perform technical administration, device management, and cloud migrations (including system setups, configurations, and remote compliance profiles), the Client must grant Hemanic timely and secure administrative access to the required networks, hardware, and platforms. Hemanic is not liable for project delays, data sync issues, or system errors resulting from the Client's failure to provide adequate or timely access permissions.
When Hemanic is contracted to handle the onboarding or offboarding of the Client's employees or contractors within their identity and email platforms, Hemanic acts strictly as an executor of the Client’s written instructions.
The Client must provide written notification (via email or designated support ticket) for account creations or revocations.
Hemanic is not liable for data loss, data deletion, or unauthorized access resulting from inaccurate, delayed, or incomplete employee status updates provided by the Client.
Hemanic Tooling: Hemanic utilizes its own proprietary or licensed agency tools (such as diagnostics, search analysis, and asset creation software) to deliver services. These internal tools remain the property and financial responsibility of Hemanic.
Client Assets: The Client is solely responsible for purchasing, maintaining, and paying for their own core infrastructure licenses, domains, hosting plans, and platform subscriptions. Hemanic is not responsible for outages or interruptions caused by the Client's failure to renew their own infrastructure subscriptions.
Platform Outages: Hemanic builds solutions leveraging enterprise third-party vendors. Hemanic does not own, operate, or maintain these platforms and is not liable for business disruptions or data access delays caused by global, regional, or localized outages of these third-party services.
Hemanic implements industry-standard security practices, including multi-factor authentication (MFA) enforcement, encryption, and domain verification. However, no digital infrastructure is entirely impenetrable. Hemanic does not guarantee absolute immunity against sophisticated phishing, malware, ransomware, or exploits. Provided Hemanic has acted with reasonable professional care, Hemanic is not liable for any data breaches or cyber security incidents.
Hemanic provides security configurations and risk monitoring. However, the Client is strictly prohibited from transmitting, storing, or allowing Hemanic access to Protected Health Information (PHI) prior to both parties executing a formal Business Associate Agreement (BAA). The Client agrees to indemnify and hold Hemanic harmless for any HIPAA compliance infractions or data exposures resulting from PHI being stored in unapproved or unconfigured environments before a BAA is finalized.
For all custom creative deliverables—including Website Designs, Brand Style Guides, 3D Models, and Visual Assets—all transferable intellectual property rights remain with Hemanic until the Client has paid all outstanding balances for that specific work in full. Upon receipt of final payment, ownership of the completed public-facing asset transfers to the Client.
Hemanic retains exclusive ownership of all underlying methodologies, custom scripts, internal configuration profiles, development tools, and pre-existing code frameworks used to construct the Client's systems or workflows. No ownership of Hemanic's proprietary operational frameworks is transferred to the Client.
Hemanic utilizes advanced AI systems to generate custom stock media, create video ad assets, or enhance/upscale original media assets.
Regulatory Landscape: The Client acknowledges that current intellectual property and copyright laws regarding AI-generated media are subject to shifting legal and regulatory precedents.
No Guarantee of Exclusivity: While Hemanic transfers all transferable rights to the Client, Hemanic makes no representations or legal guarantees regarding the absolute copyrightability or trademark eligibility of assets generated or substantially modified using AI tools.
Unless the Client explicitly requests otherwise in writing, the Client grants Hemanic a non-exclusive, worldwide, royalty-free license to feature the Client's business name, logo, and completed public-facing deliverables (such as website screenshots, publicly released video ads, or brand mockups) on Hemanic’s website and associated marketing channels solely for portfolio, promotion, and case-study purposes. The Client may revoke this license at any time by providing written notice to Hemanic.
For creative, web, or content deliverables requiring Client feedback (such as wireframes, drafts, or video storyboards), the Client has five (5) business days from receipt to submit approval or requested revisions.
If a Client fails to communicate, provide requested assets, or respond to approval requests for more than fourteen (14) consecutive calendar days, the project will be placed on "Administrative Hold." Hemanic reserves the right to invoice the Client for all work completed up to the hold date. Reopening a ghosted project may subject the Client to a reactivation fee to accommodate schedule re-alignment.
The Client guarantees that all copy, images, branding materials, trade secrets, and organizational documentation provided to Hemanic to build assets do not infringe upon any third-party copyrights or trademarks. The Client agrees to indemnify, defend, and hold harmless Hemanic LLC from any claims, damages, or legal expenses arising from a breach of this warranty.
To the maximum extent permitted by applicable law, in no event shall Hemanic LLC be liable to the Client for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, data, or business use). Hemanic LLC's total aggregate liability for any direct claims arising out of or related to this Agreement or any Engagement Document, whether in contract, tort, or negligence, shall be strictly capped at the total amount of money actually paid by the Client to Hemanic LLC during the three (3) month period immediately preceding the event giving rise to the liability.
During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, hire, recruit, or contract any employee, subcontractor, or creative partner of Hemanic who was introduced to the Client through Hemanic's operations. A breach of this provision will result in a liquidated damages fee payable to Hemanic equal to 30% of the hired individual's new annualized market compensation or a flat $10,000 fee, whichever is greater.
Hemanic LLC is registered and operated out of the State of Tennessee. This Agreement, and all rights and obligations hereunder, shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without regard to conflict of law principles.
Any legal action, suit, or proceeding arising out of or relating to this Agreement must be instituted exclusively in the state or federal courts located in the State of Tennessee, and both parties explicitly consent to the personal jurisdiction of such courts.
Either party may terminate a monthly retainer agreement by providing thirty (30) days written notice to the other party. Upon termination, the Client remains responsible for paying for all services rendered and hours logged by Hemanic up to the effective date of termination. Upon full final payment, Hemanic will securely hand over administrative credentials and execute offboarding steps as detailed in the active Engagement Document.