Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the services provided by Spritz My Duck LLC, a Pennsylvania limited liability company doing business as “Spritz My Duck” and “Spritz My Duck Media” (“Agency”), and your company or entity (“Client”).

By executing an Order Form that references these Terms, or by accepting these Terms on Agency’s behalf, you agree to be bound by these Terms. These Terms, together with your Order Form and any Statement of Work (SOW), constitute your complete agreement with Agency.

In any conflict between an Order Form and these Terms, the Order Form controls with respect to pricing, services enabled, timelines, and any expressly stated special terms; in all other respects these Terms control.

1. Definitions

Capitalized terms have the meanings set forth below unless defined elsewhere in these Terms or an Order Form.

“Authorized Users” means Client’s employees, contractors, and agents who are authorized by Client to access and use the Services on Client’s behalf.

“Automation Workflows” means sequences, processes, and automated systems designed and built by Agency, including integration logic, decision trees, data mapping, and configuration files.

“Background IP” means all pre-existing and newly developed intellectual property, tools, processes, methodologies, systems, strategies, frameworks, workflows, campaign logic, templates, configurations, internal documentation, and know-how used or developed by Agency, whether or not incorporated into any deliverable.

“Client Data” means all data, information, and content that Client or its Authorized Users submit to Agency or to any platform or account Agency accesses on Client’s behalf, including business data, customer and contact lists, analytics data, account credentials, website content, and marketing materials.

“Client Materials” means logos, brand assets, copy, images, products, claims, approvals, instructions, and other content that Client provides to Agency for use in the Services.

“Confidential Information” means any non-public business, technical, or financial information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Deliverables” means the work product Agency produces under an Order Form or SOW. “Final Deliverables” means only the specific items expressly identified as Final Deliverables in the applicable Order Form or SOW.

“Draft Materials” means preliminary concepts, mockups, rough versions, rejected ideas, early iterations, and work product that has not been identified as Final Deliverables.

“Effective Date” means the date the Order Form is fully executed by both Parties.

“Order Form” means the document executed by the Parties that identifies the Services, fees, term, billing method, and any special terms, and that incorporates these Terms by reference.

“Prompts” means textual inputs, instructions, and parameters engineered by Agency for use with AI systems, including language, structure, context, and formatting designed to produce specific outputs.

“Project” means a fixed-scope, one-time engagement, such as a website build, branding initiative, video production, or strategy project, scoped and billed as a project rather than on a recurring basis.

“Services” means the marketing, creative, technical, and professional services Agency provides as described in the applicable Order Form or SOW, which may include paid media, search engine optimization, social media management, email marketing, web design and development, video production, photography, AI consulting, automation implementation, strategy, analytics, and related work.

“SOW” or “Statement of Work” means a written statement of work executed by both Parties that defines specific services, deliverables, timelines, and fees for a Project or other scoped engagement.

“Source Files” means underlying files, design files, code repositories, databases, configuration files, and technical assets used to create deliverables, including Figma files, Adobe source files, WordPress installations, code repositories, and similar working materials.

“Subscription” means a recurring, retainer-based engagement billed on a monthly basis, such as SEO, social media, email marketing, website maintenance, or fractional marketing leadership.

“Third-Party Platform” means any third-party product, network, or tool used in connection with the Services, including advertising networks, content management systems, analytics tools, email and automation platforms, search and SEO tools, hosting providers, design tools, development frameworks, and cloud infrastructure.

“Working Files” means documents, spreadsheets, research, analytics, reporting dashboards, and other materials used internally by Agency to manage, measure, and deliver Services.

2. Engagement and Scope of Services

Agency provides professional marketing, creative, technical, and strategic services. Specific services, deliverables, timelines, and fees are defined exclusively in one or more Order Forms or SOWs executed by both Parties. No services are provided unless expressly set forth in a signed Order Form or SOW.

Any services not explicitly stated in a signed Order Form or SOW are out of scope and require a separate written agreement or change order. Client acknowledges that Agency has no obligation to provide revisions, ongoing support, or additional deliverables beyond those expressly stated in the applicable Order Form or SOW.

Engagements fall into two categories: Subscriptions are recurring retainer services billed monthly. Projects are fixed-scope engagements, typically scoped through a SOW. A single Order Form may include both Subscriptions and Projects.

If Client becomes unresponsive for sixty (60) consecutive days following written notice from Agency, Agency may deem the Project abandoned, terminate the Project, invoice remaining work performed, archive project materials, and close the engagement. Following abandonment, archived materials may be deleted after ninety (90) days unless Client requests otherwise in writing.

3. Client Responsibilities

Client is solely responsible for: (a) the accuracy and lawfulness of all Client Materials, instructions, claims, and approvals; (b) timely provision of feedback, approvals, access, credentials, and materials reasonably required for Agency to perform the Services; (c) maintaining and paying for its own Third-Party Platform accounts except as otherwise stated in an Order Form; (d) compliance with all laws and regulations governing its business, products, and advertising; (e) the confidentiality of its account credentials; (f) compliance with all regulatory requirements applicable to Client’s industry; and (g) designating a primary point of contact for project communication and decision-making.

Client acknowledges that delays in Client feedback, approvals, access, or materials may materially affect timelines and results, and that Agency bears no responsibility for delays or missed deadlines arising from such Client delays. Any service timelines or commitments are tolled for the duration of any such Client delay.

Where Client requests publication, posting, or sending of any content, Agency prepares and submits such content for Client review and approval in accordance with the applicable service workflow. Client has final say over what goes live and assumes sole responsibility for approved content, including factual claims, regulatory compliance, advertising disclosures, promotions, pricing, testimonials, and publication.

Passwords and Account Security. Client is responsible for maintaining the confidentiality of all account credentials, passwords, and access codes. Client shall implement multi-factor authentication where available. Client shall immediately notify Agency of any suspected compromise, unauthorized access, or security incident. Agency may suspend access to accounts following a suspected or confirmed security breach and shall restore access within a commercially reasonable time after the security incident is resolved.

4. Fees and Payment

4.1 Fees

Client shall pay the fees set forth in each applicable Order Form. Start fees, where stated for a service, cover onboarding, foundational setup, research, and planning, and are non-refundable and not discounted. All fees are stated in U.S. dollars and, except as expressly provided in these Terms, are non-cancelable and non-refundable.

4.2 Subscriptions

Subscription fees are billed monthly in advance and are due on the first day of each calendar month. Client shall maintain a valid payment method on file, and Client authorizes Agency to automatically charge that payment method for Subscription fees and any applicable overage, add-on, or usage fees billed in arrears. Subscription rates may be adjusted on thirty (30) days’ written notice, effective the next billing cycle.

4.3 Projects

Project fees are invoiced as set forth in the applicable Order Form or SOW and, unless otherwise stated, are due Net seven (7) days from the invoice date. Agency may require a deposit or milestone payments before work begins or continues.

4.4 Late Payment and Suspension

Unpaid balances may result in immediate suspension of Services, withholding of Deliverables, and revocation of access to work product, in each case without liability for resulting delays or missed deadlines. Agency shall have no obligation to continue work on any Project or Subscription while an invoice remains outstanding. Interest may accrue on overdue amounts at 1.5% per month or the maximum rate allowed by law, whichever is lower. Client is responsible for all reasonable costs of collecting overdue amounts, including attorneys’ fees. Agency shall restore Services within a commercially reasonable time after all past-due amounts are paid in full.

4.5 Chargebacks

Client agrees not to initiate chargebacks or payment reversals for any fees properly invoiced under these Terms. A chargeback or payment reversal constitutes a material breach, and Client shall be liable for: (a) the full amount of the reversed payment; (b) all reasonable administrative costs incurred by Agency in responding to the chargeback, not to exceed $250; (c) any fees imposed by payment processors or financial institutions; and (d) interest as provided in Section 4.4. Agency may immediately suspend all Services upon any chargeback.

4.6 Taxes

Client is responsible for all applicable taxes, levies, and duties, excluding taxes based on Agency’s net income. If Agency is required to collect taxes for which Client is responsible, Agency will invoice Client and Client shall pay such amounts unless Client provides a valid exemption certificate prior to invoicing.

4.7 Advertising Media Spend

Unless expressly stated otherwise in an Order Form, advertising media spend is separate and distinct from Agency’s service fees. Media spend is paid directly by Client to the applicable advertising platform or is invoiced separately by Agency and passed through to the platform without markup unless otherwise agreed. Client acknowledges that advertising platforms may exceed daily budgets or adjust pacing pursuant to their platform policies, and Agency is not responsible for platform-imposed overdelivery except to the extent caused by Agency’s gross negligence or willful misconduct.

5. Deliverables and Acceptance

5.1 Acceptance and Deemed Acceptance

Final Deliverables shall be deemed accepted upon the earliest of: (a) written approval by Client; (b) Client’s publication or commercial use of the Deliverable; (c) Client’s implementation of the Deliverable; (d) Client’s payment for the Deliverable; or (e) seven (7) days following delivery. Any notice of material nonconformity must be provided in writing within seven (7) days of delivery and shall specifically identify the nonconforming element and provide reasonable detail sufficient for Agency to understand and remedy the issue. After the acceptance deadline, Deliverables are deemed accepted and Client waives the right to request changes to delivered Deliverables, except as expressly included in subsequent revision rounds.

Revision rounds, where included in an Order Form, are limited to the number stated. Additional revisions are billable at Agency’s then-current hourly rates.

5.2 Categories of Deliverables

Client acknowledges that Agency delivers various categories of work product:

• Draft Materials include preliminary concepts, rejected ideas, and early iterations. Client may request revisions to Draft Materials at no additional cost (if included in the engagement).
• Working Files include internal reporting dashboards, analytics documentation, research, and materials used to manage or measure the Services. Working Files are Agency’s property.
• Source Files are underlying technical files used to create Final Deliverables. Unless expressly included in an Order Form as a separate deliverable with additional fees, Source Files are Agency’s property and Client receives only the Final Deliverable.
• Final Deliverables are the specific items identified as such in the Order Form. Upon receipt of full payment, ownership of Final Deliverables transfers exclusively to Client.

5.3 Ownership of Final Deliverables

Upon receipt of full payment of all invoices owed by Client under the applicable Order Form or SOW, ownership of Final Deliverables shall transfer exclusively to Client, subject to all third-party licenses, open source restrictions, and Agency’s retained rights in Background IP as provided in Section 7. Until all invoices are paid in full, ownership of Final Deliverables remains with Agency. Client’s ownership of Final Deliverables and all licenses granted in connection with such Final Deliverables shall survive termination or expiration of the engagement.

5.4 Post-Delivery Support

Unless expressly included in an Order Form or SOW, Agency provides no ongoing support, maintenance, bug fixes, updates, or enhancements following delivery of Final Deliverables. Ongoing support is available only through separate Subscription Services or under a separate support agreement.

6. No Performance Guarantees

Agency makes no warranties or guarantees regarding marketing results, including but not limited to: rankings, traffic, leads, conversions, sales, social media engagement, email deliverability, advertising performance, or audience growth. Marketing outcomes depend on numerous factors outside Agency’s control, including algorithm changes, platform policies, competitive activity, Client decisions, market conditions, and economic factors. Client acknowledges that past performance does not guarantee future results.

6.1 Search Engine Optimization Disclaimer

Agency does not guarantee: (a) rankings in search results; (b) indexation of web pages; (c) that rankings will remain stable or improve over time; (d) that changes to search algorithms will not negatively affect performance; or (e) that competitors will not outrank Client’s website. Search engine rankings fluctuate continuously and depend on hundreds of factors, most of which are controlled by third parties. Agency shall implement industry-standard SEO practices, but results are not guaranteed.

6.2 Email Marketing Disclaimer

Agency does not guarantee: (a) inbox placement; (b) email deliverability; (c) that emails will not be filtered as spam; (d) that recipients will not unsubscribe; (e) that email lists will not be blacklisted; or (f) that email performance will improve. Email deliverability and inbox placement are affected by recipient email providers, filtering systems, sender reputation, and factors outside Agency’s control.

6.3 Social Media Disclaimer

Agency does not guarantee: (a) social media account suspension prevention; (b) that content will not be removed or shadow-banned by platforms; (c) algorithm changes or impact on organic reach; (d) follower growth; (e) engagement rates; or (f) that platform policies will remain stable. Social media platforms change policies, algorithms, and enforcement procedures continuously, and such changes may adversely affect performance regardless of Agency’s efforts.

6.4 Paid Media Disclaimer

Agency does not guarantee: (a) cost per acquisition; (b) return on ad spend; (c) click-through rates; (d) conversion rates; (e) that advertising networks will not suspend accounts; or (f) that advertising performance will not decline. Ad platform policies, competitive bidding, and targeting changes affect performance and are outside Agency’s control.

6.5 Website Performance and Hosting

Agency is not responsible for: (a) hosting outages, downtime, or unavailability; (b) DNS failures or propagation delays; (c) security breaches, hacking, or malware affecting hosted websites; (d) third-party hosting provider failures; (e) plugin failures, conflicts, or incompatibilities; (f) browser compatibility issues not resulting from Agency’s code; (g) performance degradation from third-party integrations; or (h) data loss not resulting from Agency’s gross negligence. If Agency provides hosting or backup services, Client acknowledges that no security system is completely secure and that backups may not prevent all data loss.

6.6 Third-Party Platform Dependence

Agency’s delivery of Services depends on the continued operation and availability of Third-Party Platforms. Agency is not responsible for: (a) Third-Party Platform outages, changes, discontinuation, or degradation; (b) changes to Third-Party Platform features, APIs, or policies; (c) Third-Party Platform account suspension or termination; (d) loss of access to Client Data stored on Third-Party Platforms; (e) changes to Third-Party Platform pricing or terms; or (f) security breaches at Third-Party Platforms. If any Third-Party Platform becomes unavailable, Agency will use reasonable efforts to find alternatives, but is not liable for resulting disruptions.

7. Intellectual Property

7.1 Agency Background IP

Client acknowledges that Agency owns all Background IP, including but not limited to frameworks, processes, methodologies, tools, templates, strategies, workflows, code, documentation, Prompts, Automation Workflows, and know-how, whether or not incorporated into Deliverables. Agency retains a perpetual, royalty-free license to use, modify, and reuse Background IP in future engagements with other clients. Client receives a limited, non-exclusive, perpetual, royalty-free license to use Background IP solely as incorporated into Final Deliverables and for Client’s business purposes.

7.2 Final Deliverables

Upon receipt of full payment, Agency transfers ownership of Final Deliverables to Client, subject to: (a) all third-party license restrictions; (b) Agency’s retained perpetual license to use Final Deliverables as portfolio work and case studies; (c) Client’s acceptance of all third-party licenses and open source restrictions contained in the Deliverables; and (d) Agency’s retained perpetual license to use the concepts, design patterns, and methodologies embodied in the Deliverables in future work for other clients.

7.3 Client Materials

Client retains all ownership rights in Client Materials. Client hereby grants Agency a non-exclusive, worldwide, royalty-free license to use Client Materials solely to perform the Services and to create Final Deliverables. Client warrants that it owns all Client Materials or has the right to grant this license. Client shall indemnify Agency if Client Materials infringe third-party rights.

7.4 AI-Generated Content

Agency may utilize artificial intelligence tools, including large language models, image generators, code-generation platforms, and similar AI systems to assist in generating drafts, creative concepts, images, copy, code, research, and other work product. Agency reviews AI-generated output before delivery but does not warrant that AI-generated content is original, error-free, free of third-party claims, or compliant with any copyright or licensing restrictions.

Client acknowledges that AI systems may produce output similar to existing works, that copyright ownership of AI-generated content remains unsettled in many jurisdictions, and that Client is solely responsible for reviewing AI-generated content for accuracy, appropriateness, originality, and compliance with applicable law before approval and publication. Any AI-generated content included in Final Deliverables remains subject to Section 7.2 and Client’s rights are limited to the extent permitted by the AI platform’s terms of service.

Agency makes no representations regarding whether AI-generated deliverables will be protected by copyright or whether third parties may assert rights in similar content. Client accepts these uncertainties as part of the value and cost savings of AI-assisted services.

7.5 Prompts and Automation Workflows

Agency retains all ownership rights in Prompts and Automation Workflows designed by Agency. Client receives a non-exclusive, perpetual license to use Prompts and Automation Workflows solely within Client’s own business operations. Client may not resell, relicense, share, or transfer Prompts or Automation Workflows to third parties without Agency’s written consent. Client may train its own AI models and systems using Prompts and Automation Workflows provided as part of the Services.

7.6 Open Source Software

Final Deliverables may contain open source software governed by open source licenses including but not limited to GPL, MIT, Apache, and BSD licenses. Client receives only the license rights granted by the applicable open source license. Client is responsible for complying with all applicable open source license terms and restrictions. A list of open source components and their licenses will be provided upon request. Agency makes no warranty regarding open source software and disclaims all liability arising from open source software or Client’s use thereof.

7.7 Third-Party Assets and Licenses

Final Deliverables may include third-party assets, including stock photography, purchased fonts, licensed music, purchased templates, premium plugins, and other licensed content. Client receives only the license rights that Agency purchased. Client does not own such third-party assets and receives a non-exclusive, non-transferable license for the specific purposes and duration for which Agency licensed them. Client shall comply with all third-party license restrictions. Client is not permitted to resell, relicense, or transfer third-party assets. If Client requires extended licenses or ownership transfer, such rights must be separately negotiated and purchased.

7.8 Portfolio and Marketing Rights

Unless Client requests confidentiality in writing prior to engagement, Agency retains the right to: (a) display Final Deliverables and work product in Agency’s portfolio and case studies; (b) reference Client by name as a past client; (c) use Final Deliverables in marketing, sales, and business development; (d) publish anonymized performance metrics and results (without disclosing Client’s identity); and (e) award Final Deliverables for industry recognition and awards. Client shall have no claim to portfolio rights or case study compensation. Client may request removal of portfolio content upon reasonable written notice if confidentiality obligations or Client request require removal.

7.9 Feedback

Client grants Agency a non-exclusive, royalty-free license to use and incorporate any feedback, suggestions, comments, or ideas Client provides regarding the Services or Deliverables into future work product and Services.

8. Confidential Information

8.1 Confidentiality Obligations

Each Party shall maintain the confidentiality of Confidential Information received from the other Party and shall not disclose such information to third parties without prior written consent, except: (a) to employees and contractors who need to know and who are bound by confidentiality obligations; (b) as required by law or court order (with prompt notice to the disclosing Party); (c) to enforce rights under these Terms; or (d) as permitted by law.

8.2 Confidentiality Period

Confidentiality obligations shall survive for three (3) years following the termination of the engagement. Trade secrets shall remain confidential indefinitely and shall be protected to the extent permitted by law.

8.3 Return of Confidential Information

Upon termination or expiration, each Party shall return or certify destruction of Confidential Information, except that Agency may retain one archival copy for legal compliance purposes and Client may retain one copy for legal file purposes.

9. Cybersecurity, Data Protection, and Privacy

9.1 Security Limitations

Client acknowledges that no security system is completely secure and that Agency does not warrant absolute protection against: (a) hacking or unauthorized access; (b) phishing attacks; (c) ransomware or malware; (d) data theft or unauthorized disclosure; (e) man-in-the-middle attacks; (f) social engineering; (g) security breaches at Third-Party Platforms; or (h) other cybersecurity threats. Agency implements industry-standard security practices but makes no warranty of complete security.

9.2 Client Data Security

Client is responsible for: (a) encrypting and securing Client Data; (b) implementing strong password policies; (c) monitoring account access and activity; (d) complying with all laws governing data security and privacy; and (e) promptly notifying Agency of any suspected security incident.

9.3 Incident Notification

Client shall notify Agency immediately upon discovery of any suspected security breach, unauthorized access, or data theft involving account access credentials or Client Data. Agency shall cooperate in investigating such incidents but is not responsible for costs of breach notification, remediation, or damages, except where such breach results from Agency’s gross negligence.

9.4 Client Data Processing

Agency will process Client Data solely as necessary to provide the Services and in accordance with Client’s lawful instructions. Client is responsible for: (a) establishing a lawful basis for collection and processing of Client Data; (b) providing all required privacy notices and obtaining all required consents; (c) complying with all applicable data protection and privacy laws; and (d) notifying Agency of any restrictions on data use or sharing.

Agency may use subprocessors and Third-Party Platforms reasonably necessary to perform the Services. Upon termination, Agency will delete or return Client Data in accordance with the applicable Order Form or as required by law, provided that Agency may retain one archival copy for legal compliance purposes.

10. Client Ownership of Platform Accounts

Unless otherwise expressly stated in an Order Form, Client shall own and maintain all accounts and access credentials for the following, and Agency shall receive delegated access only: (a) advertising platforms (Meta Business Manager, Google Ads, LinkedIn Campaign Manager, and similar); (b) analytics platforms (Google Analytics, Search Console, and similar); (c) domain registrations; (d) website hosting accounts; (e) social media business accounts; (f) CRM accounts; (g) email marketing and marketing automation accounts; (h) content management systems; and (i) other business-critical platforms.

Agency retains ownership of its own agency tools, internal dashboards, templates, reporting infrastructure, training materials, and proprietary systems used to manage or deliver Services. Agency’s internal tools and dashboards are Agency Background IP and may not be transferred or claimed by Client.

Upon termination, Client shall maintain ownership of all platform accounts and associated data, audiences, pixels, conversion events, account history, and assets created therein. Agency shall transition access and provide reasonable cooperation to ensure Client can manage accounts independently, provided that Client may be charged hourly fees for transition assistance exceeding the scope of normal offboarding.

11. Compliance and Regulatory Disclaimers

11.1 Healthcare Compliance (HIPAA)

Unless the Parties execute a separate Business Associate Agreement (“BAA”), Client shall not disclose, transmit, or provide Agency access to Protected Health Information (“PHI”) as defined by HIPAA. The Services are not intended to involve the creation, receipt, maintenance, or transmission of PHI unless expressly agreed in writing.

If Agency becomes aware that Client has transmitted PHI without an applicable BAA, Agency may suspend the affected Services and reasonably cooperate with Client to return, delete, or otherwise appropriately address such information. If the Services require Agency to act as a Business Associate, the Parties shall execute a BAA before Agency receives PHI. Agency is not a covered entity or business associate under HIPAA except to the extent a separate BAA expressly designates it as such.

11.2 Financial Services Compliance (FINRA)

If Client operates in financial services, Agency does not provide FINRA-compliant services. Agency does not warrant compliance with FINRA rules, SEC regulations, or other financial services regulations. Client is responsible for ensuring that all advertising, marketing content, and disclosures comply with applicable financial services laws.

11.3 Regulated Industry Compliance

For cannabis, alcohol, pharmaceutical, and other heavily regulated industries, Client acknowledges that Agency is a marketing and creative services provider, not a compliance expert. Agency does not warrant that any Services or advertising comply with applicable regulations. Client is solely responsible for compliance with all laws governing its industry, including but not limited to advertising restrictions, disclosure requirements, licensing restrictions, and promotional limitations.

11.4 Political Campaign Compliance

If Client operates a political campaign or political organization, Client is responsible for compliance with all federal and state campaign finance laws, disclosure requirements, and political advertising restrictions. Agency makes no warranty of compliance with campaign finance laws.

12. Accessibility Disclaimer

If Agency provides website design or development services, unless expressly included in the Order Form as a specific service objective with measurable success criteria, Agency does not warrant that Deliverables comply with: (a) the Americans with Disabilities Act (ADA); (b) Web Content Accessibility Guidelines (WCAG) 2.0, 2.1, or 3.0; (c) Section 508 of the Rehabilitation Act; or (d) any other accessibility laws or standards.

If accessibility compliance is a specific service objective, such requirement shall be expressly stated in the Order Form with measurable success criteria. Client remains responsible for conducting independent accessibility audits and compliance verification.

13. Client Approval and Electronic Communications

13.1 Electronic Approvals

Email approvals, electronic signatures, approvals transmitted through project management platforms (including but not limited to Asana, ClickUp, Monday.com, Slack, Microsoft Teams, and similar tools), approvals transmitted through video platforms (Loom, Zoom recordings), and written approvals transmitted through other agreed-upon communication channels constitute valid, binding written approvals. Client shall not dispute the validity of approvals transmitted through such channels.

13.2 Project Management Platforms

Unless otherwise stated in an Order Form, project management platforms, shared drives, and other collaboration tools used by Agency to manage the engagement shall be considered official communication channels. All messages, approvals, feedback, and revisions submitted through such platforms constitute binding communication.

13.3 Verbal Approvals

Verbal approvals are not binding unless subsequently confirmed in writing. Agency shall not rely on verbal approvals for implementing major deliverables or incurring significant costs.

14. Term and Termination

14.1 Subscription Term

Unless otherwise stated in an Order Form, Subscriptions are month-to-month and may be terminated by either Party with thirty (30) days’ written notice. Termination takes effect at the end of the then-current billing month. All accrued fees through the effective termination date remain due.

14.2 Project Completion

Projects are complete upon delivery and acceptance of Final Deliverables. Upon completion, Agency has no ongoing obligations except as expressly stated in an Order Form or SOW.

14.3 Termination for Breach

If either Party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice, the non-breaching Party may terminate immediately. Material breaches include non-payment, disclosure of Confidential Information, violation of IP rights, violation of non-disparagement or non-solicitation provisions, and other substantial violations materially affecting the engagement.

14.4 Termination for Convenience

Agency may terminate any engagement for convenience with thirty (30) days’ written notice, effective at the end of the then-current billing month. Client remains responsible for all accrued fees.

14.5 Effect of Termination

Upon termination: (a) Agency shall cease performance of Services; (b) all accrued fees remain due; (c) Agency may withhold Final Deliverables until all invoices are paid in full; (d) Agency shall archive project materials; (e) Client Data shall be returned or deleted in accordance with the applicable Order Form or as required by law; and (f) both Parties shall cease using Confidential Information of the other, except as required by law.

Notwithstanding any other provision, Client’s ownership of Final Deliverables and all licenses granted in connection with fully paid Final Deliverables, including the perpetual license to Background IP embedded therein, shall survive termination. Upon Client’s written request, Agency shall provide reasonable transition assistance on an hourly basis at Agency’s then-current rates, to be agreed upon case-by-case.

15. Independent Contractor Status

Agency is an independent contractor and not an employee of Client. Nothing in these Terms creates: (a) a partnership, joint venture, or agency relationship; (b) payroll or employment tax obligations; (c) employee benefits eligibility; (d) workers’ compensation coverage; (e) unemployment insurance obligations; or (f) any other employment relationship. Agency is solely responsible for all payroll taxes, employment taxes, and withholdings related to compensation received.

16. Limitation of Liability

16.1 Limitation of Damages

EXCEPT FOR PAYMENT OBLIGATIONS, IP INDEMNIFICATION, AND BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING FROM THESE TERMS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES ACTUALLY PAID TO AGENCY BY CLIENT UNDER THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR IF NO FEES HAVE BEEN PAID, $500.

16.2 Consequential Damages

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, AND CLIENT’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Third-Party Claims

Agency is not liable for claims arising from: (a) Third-Party Platforms, services, or networks; (b) Client’s use of Deliverables in violation of third-party IP rights; (c) Client’s use of Deliverables for purposes beyond the agreed scope; (d) modifications to Deliverables made by Client or third parties without Agency’s consent; (e) Client’s failure to implement security measures; or (f) Client’s violation of applicable law.

17. Indemnification

17.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Agency from any claims, damages, liabilities, and costs (including attorneys’ fees) arising from: (a) Client Materials or Client’s use thereof; (b) Client’s violation of applicable law or infringement of third-party rights; (c) Client’s approval of Deliverables and subsequent use or publication; (d) false, misleading, or unlawful claims in Client Materials or approved content; (e) Client’s violation of third-party rights through use of Deliverables; (f) Client’s modification of Deliverables; (g) Client’s violation of these Terms; (h) regulatory violations in Client’s industry; or (i) Client’s use of Prompts or Automation Workflows to train AI models or systems.

17.2 Agency Indemnification

Agency shall indemnify, defend, and hold harmless Client from any third-party claims that Final Deliverables, as delivered by Agency and not modified by Client, infringe a third-party copyright or trademark, provided Client promptly notifies Agency of the claim and Agency controls the defense. Agency’s sole obligation shall be to obtain the right for Client to continue using the Deliverable, modify it to make it non-infringing, or discontinue the Services and refund fees paid for the infringing component.

Agency shall have no indemnification obligation to the extent a claim arises from or is contributed to by: (a) Client Materials; (b) Client instructions or specifications; (c) Third-Party Assets or third-party open source software; (d) AI-generated content; (e) modifications made by anyone other than Agency; (f) combination of a Deliverable with materials not supplied by Agency; (g) Client’s continued use after Agency has provided a non-infringing replacement or instructed Client to cease use; (h) Client’s use of Deliverables in violation of applicable law or third-party rights; or (i) Client’s modification or adaptation of deliverables without Agency’s involvement.

17.3 Conditions of Indemnification

Indemnification obligations are conditioned upon the indemnified party: (a) providing prompt written notice of the claim; (b) not settling without the indemnifying party’s consent; (c) cooperating fully in defense and investigation; and (d) not admitting liability.

18. Dispute Resolution

18.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

18.2 Venue and Jurisdiction

Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Pennsylvania. Each Party waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue. Each Party consents to service of process by any method permitted by law.

18.3 Dispute Resolution Process

Before initiating litigation, the Parties agree to attempt to resolve disputes through the following process:

1. Good Faith Negotiation: The disputing Party shall provide written notice of the dispute to the other Party. The Parties shall attempt to resolve the dispute through good faith negotiation between senior representatives within twenty (20) days.
2. Mediation: If negotiation fails, either Party may request non-binding mediation before a mutually-agreed mediator in Montgomery County, Pennsylvania. Each Party shall bear its own costs and shall share mediator fees equally. Mediation shall be conducted confidentially and shall not create binding obligations.
3. Litigation: If the dispute is not resolved through negotiation or mediation, either Party may commence litigation exclusively in the courts identified in Section 18.2.

18.4 Limitation on Claims

To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues. After one (1) year, the claim is barred and may not be pursued.

19. Force Majeure

Agency shall not be liable for failure to perform Services arising from causes beyond its reasonable control, including but not limited to: (a) acts of God, natural disasters, and severe weather; (b) pandemic, epidemic, or public health emergency; (c) war, terrorism, or military action; (d) government action, regulation, or order; (e) labor disruptions or shortages; (f) internet outages, DNS failures, or telecommunications failures; (g) cyber attacks or distributed denial-of-service attacks; (h) Third-Party Platform failures, outages, discontinuation, or API changes; (i) power outages; (j) AI system outages or service interruptions from AI vendors; or (k) other force majeure events.

Agency shall use reasonable efforts to resume performance and shall provide Client with prompt notice. Service timeframes are tolled for the duration of the force majeure event.

20. Non-Disparagement

Client agrees not to make knowingly false statements or publish knowingly false information that harms Agency’s reputation or business. Client retains the right to make truthful statements, honest criticism, and factual observations regarding Agency’s Services. Nothing in this Section prohibits Client from providing truthful reviews, opinions, regulatory communications, or other statements protected by applicable law.

21. Non-Solicitation

Client agrees not to solicit or hire Agency’s employees or contractors for a period of twelve (12) months following the termination of the engagement, except: (a) in response to general solicitations not specifically directed at Agency personnel; (b) through a licensed recruitment firm; or (c) with Agency’s prior written consent. If Client violates this provision, Client shall pay Agency liquidated damages in the amount of Twenty-Five Thousand Dollars ($25,000) per individual hired in violation, plus all recruiting, onboarding, education, replacement, and business disruption costs incurred by Agency.

The Parties acknowledge that Agency incurs substantial costs when Client hires personnel assigned to its account, that actual damages would be difficult to calculate, and that $25,000 represents a reasonable estimate of Agency’s anticipated damages and is not a penalty.

22. Entire Agreement

These Terms, together with all Order Forms and SOWs, constitute the entire agreement between the Parties and supersede all prior negotiations, understandings, and agreements, whether written or oral. No Party has relied on any statement, representation, or warranty not set forth in these Terms or a signed Order Form. Any amendments to these Terms must be in writing and executed by both Parties.

23. Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent, or if that is not possible, shall be severed. The remaining provisions shall remain in full force and effect.

24. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving Party. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.

25. Assignment

Neither Party may assign these Terms or rights and obligations hereunder without the prior written consent of the other Party, except that Agency may assign to a successor or affiliate. Any attempted assignment in violation of this provision is void.

26. Notices

Any notice required or permitted under these Terms shall be in writing and delivered: (a) personally; (b) by overnight courier (FedEx, UPS); (c) by certified mail, return receipt requested; (d) by email with read receipt requested; or (e) by any other method agreed to in writing by the Parties. Notices shall be deemed received upon actual receipt. Notices to Agency should reference the applicable project or engagement and should be directed to the contact identified in the Order Form.

27. Survival

The following provisions shall survive termination or expiration and continue in full force and effect: Sections 1 (Definitions), 4 (Fees and Payment; accrued obligations only), 5.2 (Ownership of Final Deliverables), 5.3 (Post-Delivery Support), 6 (Performance Disclaimers), 7 (Intellectual Property), 8 (Confidential Information), 9 (Cybersecurity and Data Protection), 10 (Client Platform Account Ownership), 11 (Compliance), 12 (Accessibility Disclaimer), 14.5 (Effect of Termination; survival of ownership and licenses), 15 (Independent Contractor Status), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution and Governing Law), 19 (Force Majeure), 20 (Non-Disparagement), 21 (Non-Solicitation), 22 (Entire Agreement), 23 (Severability), 24 (Waiver), 25 (Assignment), and 26 (Notices).

End of Terms of Service

Last Updated: September 2026