Vague Media

Terms of Service

Last Updated: October 27, 2026

These Terms of Service (the "Terms") are between you and Vague Media LLC ("Vague Media," "we," "us") concerning your use of the website currently located at vaguespac.es (the "Site," which includes any materials and services made available through such website and any successor websites) and your purchase of the consulting, strategy, design and software development services we offer (the "Services").

Your use of the Site or purchase of Services constitutes your consent and agreement to these Terms and to any additional terms, conditions, rules and guidelines that we post on the Site or otherwise make available to you, which are hereby incorporated herein by this reference. We may change these Terms at any time; any changes will become effective when the updated Terms are posted on the Site or you are otherwise notified of such changes. You can determine when we last changed these Terms by referring to the "Last Updated" legend above. Your use of the Site following such changes means that you accept such changes. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the updated Terms incorporating such changes or otherwise notified you thereof, and will not apply to an Engagement (defined below) already in progress unless you agree to them in writing.

IF YOU ARE USING THE SITE OR PURCHASING SERVICES ON BEHALF OF A COMPANY, MUSEUM, NONPROFIT OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS, AND ACKNOWLEDGE THAT ALL REFERENCES TO "YOU" IN THESE TERMS WILL INCLUDE THAT ORGANIZATION.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER DESCRIBED IN SECTION 14 BELOW (AND SUBJECT TO THE EXCEPTIONS SET FORTH THEREIN), REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. Jurisdictional Issues.

The Site is controlled and operated from the United States, and is not intended to subject us to the laws or jurisdiction of any state, country or territory other than the United States. The Services may not be appropriate or available in some non-U.S. jurisdictions. We may limit the availability of the Site or the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. You shall comply with all applicable laws, rules and regulations in using the Site and the Services. You are responsible for complying with U.S. export controls in connection with any software or other deliverables we provide to you and for any violation of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any U.S. government list of restricted end users.

2. Rules of Conduct.

You shall not, nor shall you permit others to:

3. Engagements.

  1. Proposals. Services are purchased by accepting a written proposal, estimate or statement of work that we provide to you (each, a "Proposal"). A Proposal describes the scope of work, the deliverables, the fees, the schedule and the payment terms. A Proposal becomes a binding agreement between you and us (an "Engagement") when you accept it in writing, including by email or by paying the deposit it specifies. These Terms apply to every Engagement; if a Proposal conflicts with these Terms, the Proposal controls for that Engagement.
  2. Changes in Scope. Any change to the scope, deliverables or schedule of an Engagement must be agreed in writing. We will tell you before a requested change affects the fees or the schedule. Work outside the scope of the Proposal may be billed at our then-current hourly rate.
  3. Your Responsibilities. You shall provide, in a timely manner, the information, materials, access, approvals and feedback reasonably required for us to perform the Services, and you represent and warrant that you have the right to provide to us any content, data, credentials or materials you supply. Delays caused by late or incomplete input from you may extend the schedule and, where stated in the Proposal, may result in additional fees.
  4. Estimates. Any dates in a Proposal are good-faith estimates based on the information available when the Proposal was prepared, not guarantees, unless the Proposal expressly states otherwise.

4. Fees, Payment and Cancellation.

  1. Fees. You agree to pay all fees set forth in the applicable Proposal. All fees are quoted and payable in United States dollars (USD). Unless the Proposal states otherwise, fixed-price Engagements require a deposit of fifty percent (50%) of the fee before work begins, with the balance due on delivery, and hourly Services are invoiced monthly in arrears. You are solely responsible for any taxes applicable to the Services other than taxes on our income.
  2. Invoices. Invoices are due within fourteen (14) days of the invoice date unless the Proposal states otherwise. We may suspend work on any Engagement while an invoice is overdue, and overdue amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.
  3. Payment Services. We use third-party service providers to enable you to pay us by credit card or bank transfer (such services, "Payment Services"). By submitting payment information for use in connection with Payment Services, you agree that the Payment Service, and not we, will collect and store your card or bank details, and that the processing of payments is subject to the terms, conditions and privacy policies of such Payment Services in addition to these Terms. We do not see or store your full card number. You acknowledge that we may change Payment Services from time to time, and that we are not responsible or liable for any Payment Service's services, site, or acts or omissions. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD OR BANK ACCOUNT THAT YOU SUBMIT IN CONNECTION WITH A PAYMENT.
  4. Cancellation. Either party may cancel an Engagement on fourteen (14) days' written notice to the other. On cancellation you shall pay for all Services performed and expenses incurred through the effective date of cancellation, pro-rated against the applicable milestone where the Engagement is fixed-price, and we shall deliver to you all work completed through that date once such payment is received. Scheduled consulting sessions may be cancelled or rescheduled without charge on at least twenty-four (24) hours' notice.
  5. Refunds. Fees for Services already performed are non-refundable. Any prepaid fees for Services that have not yet begun as of the effective date of a cancellation will be refunded in full. If we fail to deliver a deliverable materially as described in the Proposal and do not cure the failure within fourteen (14) days after receiving your written notice describing it, you may request a refund of the fees paid for that deliverable. If you believe we have charged you in error, please contact us at hello@vaguespac.es within thirty (30) days of the charge. Refunds are returned to the original payment method.
  6. No Promotions. We do not currently offer discounts, promotions or free trials. An introductory call to scope a possible Engagement is free of charge and creates no obligation on either party. If we offer a promotion in the future, its conditions will be stated in writing where the offer is made.

5. Intellectual Property.

  1. Deliverables. Upon our receipt of all fees due under an Engagement, we assign to you all right, title and interest in the custom deliverables created specifically for you under that Engagement, including source code written specifically for the Engagement (the "Deliverables"), except as set forth below or in the Proposal.
  2. Studio Materials. We retain all right, title and interest in any pre-existing code, libraries, templates, tools, designs, methods, know-how and general techniques that we bring to an Engagement or develop for general use ("Studio Materials"). To the extent Studio Materials are incorporated into the Deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and distribute such Studio Materials solely as part of the Deliverables.
  3. Third-Party and Open-Source Components. Deliverables may incorporate open-source software and third-party services, which remain subject to their own license terms. We will identify such components on request.
  4. Your Materials. You retain all rights in the content, data and materials you provide to us, and grant us a non-exclusive license to use them solely to perform the Services.
  5. Portfolio. Unless you request otherwise in writing, we may identify you as a client and describe the Engagement, and display non-confidential portions of the Deliverables, in our portfolio and marketing materials.
  6. Feedback. If you provide to us any ideas, proposals, suggestions or other materials regarding us, our business or the Site ("Feedback"), you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.

6. Confidentiality.

Each party shall keep confidential any non-public business, technical or financial information disclosed by the other party in connection with an Engagement, shall use such information only to perform or receive the Services, and shall protect it with at least the degree of care it uses for its own confidential information. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed without use of the disclosing party's information, or is required to be disclosed by law or court order (in which case the receiving party will give the disclosing party prompt notice where legally permitted).

7. Proprietary Rights in the Site.

Subject to your compliance with these Terms, you may refer to, copy and use one copy of material on the Site for personal, non-commercial purposes only, and provided that your copies retain all copyright, trademark and other proprietary rights notices appearing on the original screens. All trademarks, service marks, trade names, logos, URLs, domain names and icons appearing on the Site, whether registered or not, are owned by us or the Affiliated Parties (defined below). As between you and us, all aspects of the Site are proprietary to us. Nothing contained herein or on the Site should be construed as granting any intellectual property rights to the Site (or any portion thereof), including any right to use any trademarks appearing on the Site, without the express prior written consent of the owner.

8. Third-Party Materials; Links.

The Site and the Deliverables may provide access to information, products, services and other materials made available by third parties ("Third-Party Materials"), including via links. We are not responsible for and do not control or endorse any Third-Party Materials, including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety. YOUR USE OF THIRD-PARTY MATERIALS IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS, INCLUDING ANY TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS. YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK. Other sites may link to the Site with or without our authorization; no such linking implies our endorsement of, or our affiliation with, any such site.

9. Limited Warranty; Disclaimer.

We warrant that the Services will be performed in a professional and workmanlike manner and that, for thirty (30) days following delivery, software Deliverables will perform materially in accordance with the specifications in the applicable Proposal. Your sole and exclusive remedy, and our entire obligation, for a breach of this warranty is for us to use commercially reasonable efforts to correct the non-conforming Deliverable or, if we are unable to do so within a reasonable time, to refund the fees paid for the non-conforming Deliverable as described in Section 4.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SITE, THE SERVICES AND THE DELIVERABLES ARE MADE AVAILABLE TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SITE, THE SERVICES AND THE DELIVERABLES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THAT THEY WILL BE UPDATED, COMPLETE, CORRECT, SECURE OR ERROR-FREE, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT ANY DELIVERABLE WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT, ATTENDANCE, REVENUE OR OUTCOME. ALL DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS ARE MADE ON BEHALF OF BOTH US AND OUR AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE "AFFILIATED PARTIES"). YOU AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE, HOSTING AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SITE OR TO OPERATE THE DELIVERABLES, EXCEPT AS EXPRESSLY STATED IN A PROPOSAL.

10. Limitation of Liability.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES), BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO AN ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS THE TOTAL AMOUNT OF FEES YOU PAID TO US UNDER THAT ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, OTHER THAN IN CONNECTION WITH AN ENGAGEMENT, IS US$50.00. ALL LIMITATIONS OF LIABILITY IN THIS SECTION AND ELSEWHERE IN THESE TERMS ARE MADE ON BEHALF OF BOTH US AND THE AFFILIATED PARTIES.

Applicable law may not allow for limitations on certain warranties, or exclusions or limitations of certain damages; solely to the extent such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights. If applicable law prohibits the limitation or exclusion of a party's liability with respect to death or personal injury caused by such party's negligence, fraud, or any other matter, then such party's liability will not be limited or excluded to the extent of such prohibition under such applicable law.

11. Indemnity.

Except to the extent prohibited by applicable law, you agree to defend, indemnify and hold harmless us and the Affiliated Parties, and their respective licensors, from and against all claims, losses, costs and expenses (including attorneys' fees) arising out of or related to: (a) your use of, or activities in connection with, the Site, the Services or the Deliverables; (b) any content, data, credentials or materials you provide to us, including any claim that such materials infringe or misappropriate the rights of a third party; (c) your modification of the Deliverables or their combination with materials not supplied by us; (d) any violation or alleged violation of these Terms by you; or (e) any dispute between you and any third party.

12. Termination.

These Terms are effective until terminated. We may terminate or suspend your access to or use of the Site at any time and without prior notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Either party may terminate an Engagement immediately on written notice if the other party materially breaches these Terms or the Proposal and fails to cure the breach within fourteen (14) days after receiving written notice of it; cancellation for convenience is governed by Section 4. Sections 1, 2, 4 (as to amounts owed), 5 through 11, 13 through 17 shall survive any expiration or termination of these Terms or of any Engagement.

13. Independent Contractor.

We perform the Services as an independent contractor. Nothing in these Terms or any Proposal creates a partnership, joint venture, agency, fiduciary or employment relationship between you and us. We may use subcontractors to perform portions of the Services, and we remain responsible for their work and for their compliance with Section 6.

14. Governing Law; Arbitration.

These Terms are governed by the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of another jurisdiction's laws, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR AND ARE FILED IN SMALL CLAIMS COURT, AND EXCEPT FOR ACTIONS BY EITHER PARTY TO COLLECT UNPAID FEES OR TO SEEK INJUNCTIVE RELIEF FOR INFRINGEMENT OF INTELLECTUAL PROPERTY OR BREACH OF CONFIDENTIALITY, ALL DISPUTES ARISING EXCLUSIVELY OUT OF THESE TERMS OR ANY ENGAGEMENT, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT VAGUE MEDIA AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by a single arbitrator in the English language pursuant to the American Arbitration Association's Commercial Arbitration Rules in effect at the time the arbitration is noticed, as amended by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or Vague Media that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by the arbitrator. The arbitrator's decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction. To the extent a claim may be brought in court consistent with these Terms, courts located in New York County, New York will have exclusive jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us on your behalf.

15. Miscellaneous.

Except as otherwise expressly stated herein, these Terms, together with the applicable Proposal and our Privacy Policy, are the entire agreement between you and us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. If any provision of these Terms is found to be unlawful, void or unenforceable for any reason, that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provision. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. You may not assign, transfer or sublicense your rights or obligations under these Terms or any Engagement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, and may otherwise subcontract as described in Section 13. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. Notices to you, including notices of changes to these Terms, may be made via posting to the Site, by email (including in each case via links), by regular mail, or by any other reasonable means. Where used in these Terms, "including" and its correlatives mean "including without limitation." You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Third-Party Beneficiaries.

Each Affiliated Party is an intended third-party beneficiary to these Terms with the full right to enforce the terms hereof.

17. Contact Us.

If you have a question, comment or complaint regarding the Site or the Services, you may contact us by mailing us at Vague Media LLC, 1111B S Governors Ave STE 40302, Dover, DE 19904, or emailing us at hello@vaguespac.es. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.