General Terms and Conditions

These Terms and Conditions (these “Terms”) govern the provision of services between the Service Provider (the party providing the services) and the Client (the party receiving the services). By accepting these Terms, checking the agreement box, signing (where applicable), or making payment, the Client agrees to be bound by them. WHEREAS, the Service Provider has the capability and capacity to provide multi-media marketing services, including but not limited to digital advertising, lead generation, social media management, website development, and related services for law firms and other businesses; and WHEREAS, the Client desires to retain the Service Provider to provide such services under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:

1. Services The Service Provider shall provide the services (the “Services”) as described in the associated invoice, proposal, statement of work, or other documentation provided to the Client (each, a “Statement of Work” or “SOW”). Services may be added or modified via additional Statements of Work accepted by both parties.
2. Client Obligations The Client shall:
   1. Designate an authorized representative as primary contact.
   2. Respond promptly (within three (3) business days) to reasonable requests for instructions, information, or approvals. Delays caused by the Client shall excuse the Service Provider from related performance deadlines, with schedules adjusted accordingly and no liability for resulting impacts.
   3. Cooperate fully to enable performance of the Services.
   4. Obtain any required licenses, consents, or permissions to prevent delays.
   5. Warrant that all materials and information provided are original (except disclosed third-party materials) and do not infringe third-party intellectual property rights. The Client agrees to indemnify and hold harmless the Service Provider from any claims, losses, or damages arising from breach of this warranty.
3. Fees and Payment
   1. The Client shall pay the fees specified in the applicable Statement of Work or invoice. Payment constitutes full compensation for the Services. Unless otherwise stated, fees are due within thirty (30) days of invoice receipt or completion of Services.
   2. The Client shall reimburse reasonable pre-approved expenses within thirty (30) days of invoiced receipt with supporting documentation.
   3. The Client is responsible for all third-party subscriptions, ad spend, or other costs required for the Services. Subscriptions may auto-renew at then-current rates until terminated.
   4. Late payments accrue interest at the lesser of 10% per annum or the maximum rate allowed by law, plus collection costs (including attorneys’ fees). The Service Provider may suspend Services after written notice if undisputed payments remain overdue for ninety (90) days.
4. Limited Warranty and Remedies
   1. The Service Provider warrants that Services will be performed: (a) per the applicable Statement of Work and these Terms; (b) by personnel of reasonable skill and qualifications; and (c) in a professional, timely manner consistent with industry standards.
   2. The sole remedy for breach of warranty is: prompt cure by the Service Provider (within thirty (30) days of written notice); or, if uncured, termination with prorated refund of prepaid fees less value received. Notice of breach must be given within thirty (30) days of delivery.
   3. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
5. Intellectual Property All intellectual property rights in deliverables created under these Terms (excluding Client-provided materials) remain with the Service Provider. The Service Provider grants the Client a non-exclusive, worldwide, non-transferable, royalty-free, perpetual license to use deliverables solely for the Client’s internal business purposes.
6. Data and Use The Service Provider may collect and use data from the Services (via cookies, pixels, etc.) to improve performance and targeting. Data may be shared with third parties as needed for Services, legal compliance, or rights protection. The Service Provider owns collected data and follows its retention policies. Upon early termination by the Client, the Service Provider retains all data and marketing materials.
7. Third-Party Sites The Service Provider may submit Client information or work to third-party platforms (directories, search engines, social media). The Client consents to such submissions and understands the Service Provider does not control or remove content post-publication.
8. Confidentiality Each party shall protect the other’s confidential information with reasonable care, use it only for purposes of these Terms, and disclose only to necessary personnel. Standard exceptions apply (public domain, independently developed, etc.). Required legal disclosures shall include notice to the other party.
9. Term, Termination, and Survival
   1. These Terms commence upon acceptance/payment and continue until Services completion or termination.
   2. Auto-renewal occurs annually unless notice given at least sixty (60) days prior.
   3. Either party may terminate for material uncured breach (thirty (30) days to cure), insolvency, bankruptcy, etc.
   4. The Service Provider may terminate for repeated or prolonged non-payment.
   5. Provisions on payment, IP, confidentiality, limitation of liability, and others that naturally survive shall continue post-termination.
10. Limitation of Liability IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR LOST PROFITS/DATA DAMAGES, REGARDLESS OF FORESEEABILITY. AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES AMOUNTS PAID/ PAYABLE UNDER THESE TERMS.
11. Entire Agreement, Amendments, and Notices These Terms, together with the invoice/Statement of Work, constitute the full agreement. Amendments must be written and signed. Notices shall be in writing via reasonable methods.
12. Other Provisions Severability, waiver, assignment (Client needs consent; Service Provider may assign to affiliates/acquirers), independent contractors, no third-party beneficiaries, governing law (State of Wyoming), venue (Wyoming courts), and counterparts apply.