Contract Terms

1. Introduction and Agreement Structure.

These Terms and Conditions (the “Agreement”) constitute a legally binding agreement between the Company and the Client.

With respect to services that are ordered through an online order form, including but not limited to the Expert Marketing-Check, Managed Marketing Capacity, and any other service designated by the Company as orderable through an online order form, this Agreement shall become legally binding upon the earlier of: (i) the Client’s submission of a binding order through the Company’s website or ordering interface, where such submission is designated as a binding order; or (ii) the Company’s issuance of an order confirmation, acceptance email, invoice, or other written confirmation stating or reasonably confirming that the order has been accepted.

With respect to all other services, this Agreement shall become legally binding upon the earlier of: (i) the Client’s written approval of a proposal, quotation, or Statement of Work (“SOW”); (ii) the Company’s issuance of an order confirmation, acceptance email, invoice, or other written confirmation stating or reasonably confirming that the order has been accepted; or (iii) the Client’s instruction to the Company to proceed with the services.

For the avoidance of doubt, the formation of this Agreement is not conditioned upon any payment. Payment obligations arise independently as set forth in this Agreement.

The parties expressly acknowledge that this Agreement is entered into by sophisticated commercial entities in an arm’s-length transaction. Each party represents that it has had a full and fair opportunity to consult with independent legal counsel and fully understands the legal consequences of this Agreement.

To the fullest extent permitted by applicable law, no consumer protection laws shall apply. No third party shall have any rights, benefits, or claims under this Agreement, and this Agreement is intended solely for the benefit of the parties hereto.

The Client expressly acknowledges that it has had a reasonable opportunity to review this Agreement prior to entering into it, and that submission of a binding order, written approval, instruction to proceed, or receipt of an order confirmation may create a legally binding agreement under these Terms.

Service-Specific Terms; Hierarchy; Integration.

The Company may provide certain services, subscriptions, recurring service models, retainers, audits, consulting engagements, capacity-based services, or specialized offerings that are governed by additional service-specific terms, conditions, policies, order forms, subscription terms, Statements of Work (“SOWs”), or supplemental agreements (“Service-Specific Terms”).

Such Service-Specific Terms are hereby expressly incorporated into this Agreement by reference and shall form an integral and inseparable part of the contractual relationship between the Company and the Client.

The Client expressly acknowledges and agrees that acceptance of any Service-Specific Terms shall also constitute acceptance of this Agreement, and acceptance of this Agreement shall likewise apply to any applicable Service-Specific Terms.

This Agreement and all applicable Service-Specific Terms shall be interpreted together as one integrated contractual framework.

In the event of any conflict, inconsistency, or discrepancy between this Agreement and any applicable Service-Specific Terms, the applicable Service-Specific Terms shall prevail solely with respect to the specific service, subscription, or offering to which they apply, and only to the extent of such conflict.

In all other respects, this Agreement shall remain fully enforceable, controlling, and applicable to the relationship between the parties.

1E. Electronic Acceptance; Conclusive Effect.

The Client acknowledges that acceptance of this Agreement may occur electronically, including by submitting a binding order form, clicking an acceptance checkbox, or providing written approval via electronic communication.

Such electronic acceptance shall constitute a legally binding agreement equivalent to a handwritten signature and shall be deemed conclusive evidence of the Client’s intent to be legally bound.

1F. Conspicuous Notice; Opportunity to Review.

The Client expressly acknowledges that all applicable terms were presented in a clear and conspicuous manner, including by hyperlink or direct display, prior to acceptance.

The Client had a reasonable opportunity to access, review, and understand such terms before entering into the Agreement.

1G. Continuing Services; Recurring Capacity Models; Operational Flexibility.

Certain services offered by the Company may operate on a recurring, subscription-based, retainer-based, or capacity-based service model.

For such services, the Client expressly acknowledges and agrees that: (i) services may be provided on a commercially reasonable efforts basis; (ii) work allocation, prioritization, scheduling, staffing, resource allocation, and operational execution remain within the sole discretion of the Company; (iii) purchased capacity, service availability, or recurring access does not constitute a guarantee of unlimited work, dedicated personnel, fixed deliverables, immediate execution, or specific turnaround times; and (iv) additional service-specific operational rules may apply through applicable Service-Specific Terms.

2. Scope of Services and Limitations.

Services shall be limited strictly to those expressly defined in a SOW, order form, service description, order confirmation, invoice, or applicable Service-Specific Terms. No implied obligations exist.

All services are performed on a commercially reasonable efforts basis. The Company has no obligation to maximize performance, achieve specific outcomes, ensure profitability, provide unlimited work, provide dedicated personnel, or complete any work not expressly agreed in writing.

External factors, including but not limited to market conditions, platform algorithms, third-party systems, client cooperation, technological limitations, legal restrictions, advertising policies, software limitations, data quality, and client-side delays, are beyond the Company’s control and may materially affect results. Failure to achieve any result shall not constitute breach.

3. Statements of Work; Orders; Authority; Binding Effect.

Any binding online order submitted by the Client for services designated as orderable through an online order form, including but not limited to the Expert Marketing-Check, Managed Marketing Capacity, and any comparable service, shall constitute a binding offer by the Client to enter into this Agreement under the terms set forth herein.

Where the applicable order page or order form expressly states that submission constitutes a binding order, the Agreement shall become legally binding immediately upon submission by the Client, without the need for any further act, signature, or payment.

Where no such designation is made, the Company may accept the Client’s order by issuing an order confirmation, acceptance email, invoice, or other written communication stating or reasonably confirming that the order has been accepted, at which point the Agreement shall become legally binding.

For services provided through proposals, quotations, or Statements of Work (“SOWs”), any written approval by the Client, including approval by email or other electronic communication, or any instruction to proceed with the services, shall constitute binding acceptance of the applicable proposal, quotation, or SOW and incorporation of this Agreement.

The Client expressly acknowledges and agrees that any person submitting an order, approving a proposal or SOW, accepting an invoice, approving a service-specific order, or otherwise communicating acceptance on behalf of the Client shall be deemed to have full authority to bind the Client contractually.

The Client assumes all risks associated with internal authorization, including but not limited to lack of authority, internal approval requirements, or internal miscommunication, and expressly waives any defense based on such grounds.

Company confirmations, including but not limited to order confirmations, invoices, acceptance emails, delivery notices, service activation notices, renewal notices, replenishment notices, and related communications, shall be deemed accurate, binding, and conclusive evidence of the agreed scope, pricing, service structure, and terms unless disputed by the Client in writing within five (5) business days after receipt, or within any shorter period expressly stated in applicable Service-Specific Terms.

4. Fees, Payment Obligations, Recurring Services, Deposits, and Enforcement.

All fees, recurring charges, subscription fees, retainers, deposits, replenishment invoices, and payment obligations shall be due and payable as specified in the applicable order form, service description, proposal, Statement of Work (“SOW”), invoice, order confirmation, subscription terms, or applicable Service-Specific Terms.

Unless otherwise expressly agreed in writing, all invoices shall be due within seven (7) calendar days after the invoice date.

For recurring services, subscription services, retainers, or capacity-based service models, the applicable recurring fees shall be invoiced in advance unless expressly agreed otherwise in writing.

For the Expert Marketing-Check and any comparable service designated by the Company, the Client shall pay a non-refundable advance payment in the amount specified in the applicable service description, order form, invoice, or Service-Specific Terms.

Such payment obligations shall become due upon the earlier of: (i) submission of a binding order by the Client; (ii) written approval; (iii) instruction to proceed; or (iv) issuance of an order confirmation, invoice, or payment request by the Company.

The parties expressly agree that the formation of this Agreement is not conditioned upon payment. Payment obligations arise independently from contract formation as set forth in this Agreement.

The Company shall have no obligation to commence work, reserve resources, allocate staffing, maintain service availability, continue performance, or provide ongoing access unless payment has been received in cleared funds.

If payment is not received when due, the Company may, at its sole discretion and without further notice: (i) suspend services; (ii) pause work; (iii) terminate the Agreement; (iv) revoke access; (v) refuse further performance; (vi) reallocate internal resources; (vii) accelerate outstanding balances; and/or (viii) pursue any legal or equitable remedy available under applicable law.

All deposits, retainers, recurring fees, subscription payments, replenishment invoices, and advance payments shall be non-refundable once due, except to the extent expressly required by applicable non-waivable law.

Upon breach, including non-payment, all outstanding amounts, accrued obligations, replenishment invoices, recurring fees, and future payment obligations permitted by applicable law shall become immediately due and payable.

4A. Chargeback Waiver and Enforcement.

The Client agrees not to initiate any chargeback, reversal, or payment dispute except in cases of demonstrable fraud.

Any improper chargeback or payment dispute constitutes a material breach of this Agreement. The Client shall be liable for all resulting damages, costs, and expenses, including but not limited to attorneys’ fees, administrative fees, payment processor penalties, collection costs, arbitration costs, recovery costs, and internal administrative expenses.

The Client further agrees that any attempt to reverse a validly agreed payment without legal basis shall be considered a bad faith action and may be pursued to the fullest extent permitted by law.

4B. No Automatic Cancellation; Survival of Payment Obligations.

The Client acknowledges and agrees that any failure or refusal to make required payments when due shall not constitute a cancellation, rescission, or termination of this Agreement by the Client.

Non-payment shall not release the Client from any contractual obligations, including the obligation to pay the full agreed fees, recurring fees, replenishment invoices, or future committed amounts permitted by law.

The Company shall have the right, at its sole discretion, to (i) enforce this Agreement and demand full payment, (ii) suspend or refuse performance, (iii) terminate the Agreement for material breach, and/or (iv) pursue any and all legal and equitable remedies available under applicable law.

All payment obligations, accrued damages, and cost recovery rights shall survive any suspension, termination, or expiration of this Agreement to the fullest extent permitted by law.

4C. Automatic Replenishment Authorization.

Where expressly authorized by the Client through an applicable order form, subscription agreement, Service-Specific Terms, or other written authorization, the Company may issue additional replenishment invoices, recurring invoices, or supplemental capacity invoices where purchased service capacity, workload allocation, or operational usage materially exceeds the remaining available allocation.

The Client acknowledges and agrees that such replenishment mechanisms may operate automatically in accordance with the applicable Service-Specific Terms.

The Client further acknowledges that silence following prior authorized replenishment notices may constitute acceptance where legally permissible and where the Client has expressly authorized such replenishment procedures in advance.

Unless expressly agreed otherwise in writing, the Company shall not automatically charge payment cards or payment processors without separate authorization.

All replenishment amounts, supplemental invoices, recurring fees, and related payment obligations shall remain fully enforceable under this Agreement.

5. Client Representations, Warranties, and Compliance Obligations.

The Client represents that all materials are lawful and compliant with all applicable laws, including FTC regulations, advertising laws, privacy laws, intellectual property laws, and platform rules, and that all claims are truthful, substantiated, and not misleading.

The Client assumes sole responsibility for legal compliance. The Company provides no legal review, legal advice, tax advice, financial advice, regulatory advice, privacy compliance review, accessibility compliance review, or industry-specific compliance review unless expressly agreed in writing.

6. Review, Acceptance, and Allocation of Responsibility.

Failure to object within five (5) business days constitutes irrevocable acceptance, unless a different review or objection period is expressly stated in an applicable Service-Specific Terms document, order confirmation, or SOW.

The Client assumes full responsibility upon acceptance and waives any claim based on lack of review, misunderstanding, internal disagreement, subjective dissatisfaction, or failure to involve internal stakeholders.

7. Intellectual Property and License Restrictions.

Ownership remains with the Company until full payment. Licenses terminate automatically upon breach or non-payment.

Unless expressly agreed otherwise in writing, all drafts, concepts, frameworks, methods, processes, templates, strategies, source files, editable files, internal documents, working files, and proprietary know-how remain the property of the Company.

Upon full payment, the Client receives only the license or rights expressly granted in the applicable SOW, order confirmation, Service-Specific Terms, or written agreement.

8. Third-Party Services and System Dependencies.

No warranties are provided for third-party services, including recommended platforms. The Client assumes all risks associated with such dependencies.

The Company shall not be liable for failures, restrictions, outages, suspensions, algorithm changes, policy changes, pricing changes, account issues, data inaccuracies, security incidents, platform limitations, or performance changes caused by third-party systems, providers, platforms, tools, software, hosting, payment processors, search engines, advertising platforms, analytics tools, social platforms, plugins, APIs, AI tools, or website systems.

9. Advertising Spend and Campaign Responsibility.

The Client authorizes campaign management but retains full financial responsibility for all advertising spend, media spend, platform charges, campaign budgets, and associated risks.

The Company shall not be liable for any advertising performance, inefficiencies, financial losses, platform disapprovals, account restrictions, rejected ads, increased costs, auction changes, or results affected by third-party advertising platforms.

10. No Reliance; Integration of Agreement.

The Client acknowledges no reliance on any statements outside this Agreement, applicable Service-Specific Terms, accepted SOWs, order confirmations, or written agreements signed or confirmed by the Company, which supersede all prior communications and representations.

10A. Comprehensive No Reliance.

The Client expressly acknowledges that it has not relied on any statements, representations, promises, projections, or guarantees not expressly set forth in this Agreement.

This includes, without limitation, any statements made in sales calls, emails, presentations, marketing materials, landing pages, case studies, explanatory examples, social media content, website copy, informal communications, or pre-contract communications.

Any such statements are hereby expressly disclaimed and shall have no legal effect.

10B. No Misrepresentation; Independent Evaluation.

The Client acknowledges that all marketing, sales, and explanatory materials were provided for informational purposes only.

The Client confirms that it conducted its own independent evaluation of the Services and did not rely on any perceived guarantees, implied outcomes, marketing interpretations, assumptions, or expectations not expressly confirmed in writing by the Company.

The Client agrees that no misleading or deceptive representation has been made.

11. Strategic Recommendations and Business Decisions.

All recommendations are provided without guarantee and may be based on incomplete or third-party information. The Client assumes all risk for decisions made.

The Client remains solely responsible for evaluating, accepting, rejecting, implementing, modifying, delaying, or discontinuing any recommendation, strategy, work product, or marketing measure.

12. Data Security, Privacy, and Regulatory Risk.

The Company shall not be liable for data breaches, cyber incidents, unauthorized access, tracking errors, cookie issues, consent failures, regulatory penalties, or privacy compliance failures, including but not limited to GDPR, CCPA, state privacy laws, CAN-SPAM, TCPA, FTC rules, or similar laws, unless liability cannot be excluded under applicable non-waivable law.

The Client remains solely responsible for the lawfulness of its data, customer lists, lead data, consent records, tracking systems, privacy policies, cookie banners, marketing communications, and business practices.

13. Limitation of Liability; Exclusive Remedy; Risk Allocation.

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, revenue, business interruption, reputational harm, loss of data, loss of goodwill, lost opportunities, advertising losses, marketing inefficiencies, or dependency-related business damages.

This exclusion of damages is independent and applies regardless of legal theory.

The total aggregate liability of the Company, across all claims arising out of or related to this Agreement, shall not exceed the greater of (i) fees paid during the three (3) months preceding the claim, or (ii) USD $1,000.

This limitation applies regardless of the number of claims, claimants, services, invoices, orders, statements of work, theories of liability, or alleged breaches, and notwithstanding any failure of essential purpose.

13A. Essential Basis of Bargain.

The Client acknowledges that the limitations of liability, disclaimers, pricing, non-refundability, payment obligations, arbitration terms, service limitations, no-guarantee provisions, and risk allocations set forth in this Agreement are a fundamental basis of the bargain between the parties.

The Client agrees that the pricing of the Services reflects these limitations and that the Company would not enter into this Agreement without them.

14. Indemnification and Immediate Reimbursement.

The Client shall indemnify, defend, and hold harmless the Company from any and all claims arising out of or relating to Client materials, advertising, legal violations, regulatory violations, privacy violations, intellectual property claims, third-party claims, platform violations, business decisions, misuse of services, or breach of this Agreement or applicable Service-Specific Terms.

The Client shall reimburse the Company immediately upon demand for any costs, damages, settlements, fines, penalties, legal expenses, arbitration expenses, collection expenses, or administrative expenses incurred. The Company shall have sole control over defense and settlement.

15. Force Majeure.

Force Majeure Events include, without limitation, acts of God, natural disasters, cyber incidents, platform failures, regulatory changes, labor disputes, illness, pandemics, supply interruptions, governmental action, war, civil unrest, payment processor failures, internet outages, power outages, software failures, and any failure of third-party infrastructure, whether or not foreseeable.

The Client acknowledges that digital services depend on third-party systems, and any disruption thereof constitutes Force Majeure.

Such events suspend obligations, extend timelines, and do not constitute breach. The Company shall have no duty to mitigate such events and no obligation to immediately resume performance.

16. Termination and Acceleration.

The Company may terminate immediately. The Client may terminate only as permitted under this Agreement, the applicable SOW, order confirmation, or Service-Specific Terms; however, no refunds shall be provided and all obligations remain due, except where expressly required by applicable non-waivable law.

Upon termination, breach, non-payment, improper chargeback, refusal to cooperate, abusive conduct, or anticipatory refusal to pay, all outstanding amounts and all future committed amounts permitted by applicable law shall become immediately due and payable.

17. Independent Contractor; No Agency.

No agency, employment, partnership, joint venture, fiduciary, franchise, staff leasing, or employee-like relationship exists. The Company has no authority to bind the Client, and the Client has no authority to direct or control the Company’s internal operations, staffing, scheduling, methods, processes, subcontractors, or professional judgment.

18. No Dependency; Limitation of Business Damages.

The Company shall not be liable for dependency-related damages, including business interruption, operational disruption, lost profits, lost opportunities, reputational damage, loss of access, or client-side business delays.

The Client acknowledges that it is responsible for maintaining independent business continuity, internal decision-making, platform access, backups, legal compliance, and operational alternatives.

19. Communications; Evidentiary Effect.

All communications shall be deemed authentic, binding, and admissible as prima facie evidence and may not be contested except upon clear and convincing evidence of fraud.

This includes emails, form submissions, order confirmations, invoices, timestamps, checkbox confirmations, IP address records, user-agent records, payment confirmations, project management logs, ticket records, internal time records, chat messages, and related electronic records.

19A. Evidence of Acceptance.

Electronic records, including but not limited to form submissions, timestamps, IP address logs, checkbox confirmations, payment confirmations, invoices, and communications, shall constitute conclusive evidence of acceptance of this Agreement, absent clear and convincing evidence of fraud.

19B. Commercial Sophistication; B2B Allocation of Risk.

The parties expressly acknowledge and agree that this Agreement governs a commercial business-to-business relationship negotiated and entered into between sophisticated commercial entities.

The parties further acknowledge that the pricing, service structure, liability limitations, disclaimers, arbitration provisions, payment obligations, evidence provisions, chargeback restrictions, and allocation of operational risk contained in this Agreement constitute material and essential terms of the contractual bargain.

20. Dispute Resolution; Arbitration; Exclusive Forum.

All disputes shall be resolved exclusively and finally by binding arbitration administered under the AAA Commercial Arbitration Rules in the State of Tennessee, which shall be the sole and exclusive forum.

Prior to initiating arbitration, the Client must provide written notice of dispute and allow a thirty (30) day period for resolution.

All claims must comply with mandatory pre-filing requirements, including complete factual statements, legal basis, and supporting documentation. Non-compliant claims shall be dismissed to the maximum extent permitted by law.

Substantially similar claims shall be determined solely by the arbitrator and grouped into batches of no more than ten (10), resolved sequentially.

No subsequent claims may proceed until prior batches are resolved.

The prevailing party shall be entitled to recover attorneys’ fees and costs in any action, arbitration, collection action, chargeback dispute, or enforcement proceeding arising out of this Agreement, regardless of bad faith.

The Company may seek injunctive or equitable relief in any court of competent jurisdiction for protection of intellectual property, confidential information, payment enforcement, or other protective relief where legally permitted.

20A. Class Action Waiver.

To the maximum extent permitted by law, the Client agrees that any dispute shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class, collective, mass, consolidated, or representative proceeding.

The arbitrator shall have no authority to consolidate claims or conduct any class, collective, mass, consolidated, or representative proceeding.

20B. Waiver of Jury Trial.

To the fullest extent permitted by law, the Client hereby waives any right to a trial by jury in any dispute arising out of or relating to this Agreement.

21. Assignment.

The Client may not assign, transfer, delegate, or otherwise convey this Agreement, whether directly or indirectly, including by merger, sale of assets, change of control, operation of law, restructuring, or transfer of business operations, without the prior written consent of the Company.

The Company may assign this Agreement in connection with restructuring, merger, acquisition, sale of assets, operational reorganization, affiliate transfer, or business succession.

22. Severability and Judicial Modification.

Any unenforceable provision shall be modified to the maximum extent permitted to preserve enforceability under the blue-pencil doctrine or any equivalent judicial modification principle.

If modification is not permitted, the unenforceable provision shall be severed, and all remaining provisions shall remain fully enforceable.

23. Survival of Obligations.

All provisions relating to liability, indemnification, dispute resolution, arbitration, payment obligations, replenishment obligations, chargebacks, evidence, intellectual property, confidentiality, no reliance, limitation of liability, exclusive remedy, governing law, and enforcement shall survive termination indefinitely.

24. Modifications and Notice.

Any modification of this Agreement by the Company shall become effective upon written notice to the Client for future services, future orders, future renewals, future replenishments, future recurring service periods, or future Statements of Work, unless a later effective date is expressly stated in such notice.

No modification shall retroactively alter rights or obligations already accrued under an existing binding order, accepted SOW, existing service engagement, issued invoice, replenishment invoice, or accrued payment obligation unless expressly agreed in writing by the Company.

25. Waiver.

Waiver applies only to specific instances and does not affect future enforcement.

No delay, failure to enforce, partial enforcement, acceptance of payment, continued cooperation, or informal communication shall constitute a waiver of any right unless expressly stated in writing by the Company.

26. Cumulative Remedies.

All remedies are cumulative and independently enforceable.

The Company may pursue contractual, equitable, statutory, arbitral, collection, injunctive, and other remedies concurrently or successively to the maximum extent permitted by law.

27. Entire Agreement; Priority of Documents.

This Agreement supersedes all prior communications, discussions, negotiations, marketing materials, sales statements, and representations, whether oral or written, except as expressly incorporated herein.

In the event of any conflict, inconsistency, or discrepancy among the contractual documents, the order of priority shall be as follows: (i) the applicable Statement of Work (“SOW”) or order confirmation, solely with respect to scope, pricing, and service-specific commercial terms expressly stated therein; (ii) any applicable Service-Specific Terms, solely with respect to the specific service to which they apply; (iii) this Agreement; and (iv) all other communications.

No informal communication, course of dealing, course of performance, sales conversation, marketing statement, support message, invoice note, or operational communication shall modify the priority of documents unless expressly confirmed in writing by the Company.

28. Limitation Period for Claims.

Any claim must be brought within one (1) year after the event giving rise to the claim or shall be permanently barred to the maximum extent permitted by law.

29. Interpretation and Construction.

This Agreement shall not be construed against the Company as drafter. The parties agree that the language of this Agreement shall be interpreted fairly and not strictly for or against either party.

Headings are for convenience only and shall not affect interpretation.

30. Sales Communications; No Reliance; Acknowledgment.

The Client acknowledges that it may have engaged in pre-contract discussions, presentations, or communications with the Company (“Pre-Contract Communications”).

The Client agrees that all statements, examples, projections, or estimates provided during such communications were for illustrative purposes only and do not constitute guarantees, warranties, binding commitments, fixed deliverables, or promises of results.

The Client further acknowledges that no specific results, performance outcomes, revenue levels, leads, rankings, conversion rates, or business metrics have been promised or guaranteed.

The Client agrees that it has made its decision independently and without reliance on any statements not expressly set forth in this Agreement, applicable Service-Specific Terms, order confirmations, or accepted SOWs.

The Client further agrees that submission of a binding order, execution of a SOW, written approval, instruction to proceed, receipt of an order confirmation from the Company, acceptance of Service-Specific Terms, or payment of an invoice constitutes conclusive evidence of acceptance of this clause.

30A. FTC and Marketing Interpretation Defense.

The Client acknowledges that all marketing statements, examples, case studies, illustrative materials, projections, comparisons, and explanatory scenarios are not guarantees of performance and shall not be interpreted as such.

The Client agrees that any interpretation of marketing materials as guarantees, assurances, fixed commitments, unlimited service promises, or promises of results is unreasonable and expressly disclaimed.