Last updated: 10.18.2025
1. Definitions & Interpretation
In this Agreement, unless the context otherwise requires:
2. Company Information
GOKU Agency (“GOKU”, “we”, “us”, or “our”) is a global branding, strategy, and marketing studio based in Los Angeles, California.
Registered business name: GOKU Agency
Company registration number: B20250254889
Contact email: contact@goku.la
3. Scope of Services
GOKU provides branding, strategy, marketing, and optimization services, including but not limited to:
All services are provided under written contract. Deliverables, timelines, and ownership terms are defined in each client’s individual agreement.
4. Client Engagement Process
Engagement begins after a signed contract and a 50% deposit are received.
Upon payment confirmation, GOKU initiates the project according to the agreed timeline.
The remaining balance is due upon completion of deliverables unless otherwise specified in the contract.
5. Ownership & Licensing
Ownership or licensing of creative assets depends on the project scope.
GOKU may license or transfer ownership of deliverables for an additional fee, to be defined per contract.
Until full payment is received, all creative materials remain the intellectual property of GOKU Agency.
6. Payments & Fees
All invoice amounts and payment terms will be as specified in the Project Contract. Payments are accepted via bank transfer only. If the remaining payment is not received within seven (7) Business Days of the due date, a late payment fee equal to ten percent (10%) of the outstanding balance will be applied. If payment remains outstanding after thirty (30) Business Days, GOKU reserves the right to suspend services, withhold deliverables, and pursue legal collection. In addition to a late payment fee of 20% of the outstanding balance will be applied.
Late fees are non-negotiable.
7. Refunds & Guarantees
Due to the strategic and creative nature of GOKU’s services, all payments are non-refundable. GOKU does not guarantee any specific results or outcomes; however, all Services are performed with professional skill and care.
GOKU commits to professionally delivering Services, adhering to industry standards and the specifications outlined in the Project Contract.
While GOKU strives to achieve the objectives outlined in the Project Contract, the Client acknowledges that certain outcomes, such as increased sales, brand awareness, or market share, are influenced by factors beyond GOKU's control. Therefore, GOKU does not guarantee specific results or outcomes from the Services provided.
8. Confidentiality
Each party shall keep confidential all proprietary, business-sensitive, and client data disclosed during the engagement (“Confidential Information”). Affiliates, contractors, third-party providers, and partners working with GOKU are bound by Non-Disclosure Agreements. Confidential Information cannot be disclosed to third parties without prior written consent, except where required by law.
9. Affiliates & Partnerships
GOKU engages affiliates and scouting partners globally under strict confidentiality agreements. Affiliates may generate leads and initiate contact only; they are not authorized to enter contracts or incur obligations on behalf of GOKU.
10. Intellectual Property
All original materials, concepts, designs and creative output generated by GOKU remain GOKU’s property unless explicitly transferred in the Project Contract. Clients are granted usage rights only as set out in the Project Contract.
11. Deliverable Timelines & Agency Responsiveness
GOKU will make commercially reasonable efforts to deliver the Services by the Delivery Date. Both parties acknowledge that timely delivery depends on the Client fulfilling obligations (e.g., content, approvals, materials, decisions, payment).
If the Client causes delay, GOKU may extend the Delivery Date accordingly.
If GOKU fails to deliver the final deliverables within ten (10) Business Days after the Delivery Date (and the delay is not caused by Client actions or Force Majeure), the Client may claim a one-time remediation credit equal to five percent (5%) of the total project fee. This credit is the Client’s sole remedy for the delay. Time shall not be considered “of the essence” unless explicitly stated in the Project Contract.
Force Majeure. Neither party shall be liable for failure or delay resulting from causes beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, pandemics, governmental restrictions, power or internet outages. In such cases, obligations are suspended for the duration of the event. If the event continues for more than thirty (30) consecutive days, either party may request schedule renegotiation or terminate the agreement without penalty.
12. Client Responsibilities & Approvals
The Client must provide all data, content, access, feedback and approvals as required for the timely completion of the Services. Delays or failure to comply may result in timeline extensions, additional fees, or inability to deliver as scheduled.
13. Assignment & Subcontracting
GOKU may subcontract or assign performance of Services to third-party providers. The Client shall not assign or transfer this Agreement or any rights without GOKU’s prior written consent.
14. Exclusivity & Conflict of Interest
During the Term and for twelve (12) months following termination, the Client will not engage any other agency to provide substantially similar Services for a direct competitor of GOKU, unless approved in writing by GOKU.
15. Indemnification
The Client agrees to indemnify, defend and hold harmless GOKU, its officers and subcontractors from any third-party claims, liabilities, losses or expenses arising out of the Client’s breach of this Agreement, misuse of deliverables, infringement of third-party rights or violation of applicable laws.
16. Liability
GOKU shall not be liable for indirect, incidental, special or consequential damages, including lost profits. Except as set out in Section 11, GOKU’s total aggregate liability shall not exceed the total fees paid by the Client under the Project Contract.
17. Termination
17.1 Termination by Client
The Client may terminate ongoing optimization services by providing at least thirty (30) days' written notice to GOKU Agency. Such termination does not absolve the Client of any outstanding payments due for services rendered up to the effective date of termination.
17.2 Termination by GOKU Agency
GOKU Agency reserves the right to terminate ongoing optimization services with thirty (30) days' written notice to the Client. In such cases, GOKU Agency will ensure a smooth transition of all relevant materials and data to the Client or a designated third party.
17.3 Transition of Assets and Data
Upon termination of ongoing optimization services, GOKU Agency will provide the Client with all relevant materials, data, and access credentials necessary for the Client to continue the optimization efforts independently or with another service provider. The Client is responsible for securing any necessary licenses or permissions for continued use of proprietary tools or platforms.
17.4 No Refunds
All payments made for ongoing optimization services are non-refundable. Termination of services does not entitle the Client to a refund for any fees paid.
17.5 Obligations Upon Termination
Both parties agree to fulfill all obligations incurred up to the effective date of termination. This includes the Client's responsibility to pay for services rendered and GOKU Agency's obligation to provide all agreed-upon deliverables up to that point.
18. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of California, USA, unless otherwise required by local jurisdiction. Disputes shall be resolved by binding arbitration in Los Angeles, California, before pursuing court proceedings.
19. Severability & Waiver
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force. No waiver of any breach shall be effective unless in writing and signed by the waiving party.
20. Amendments
GOKU may update or amend these Terms at any time. Changes will be posted on our official website and become effective immediately. Continued use of Services implies acceptance of the revised Terms.
21. Entire Agreement
This Agreement, together with the Project Contract and any appendices, represents the entire understanding between GOKU and the Client. In the event of conflict, the Project Contract shall prevail.
22. Contact Information
For questions or notices contact us: support@goku.la