Terms and Conditions

Effective Date: June 23, 2025
Last Updated: September 16, 2025

1. Agreement Overview

These Terms and Conditions (“Terms”) constitute a legally binding agreement between Outwork’em Digital (“Agency,” “Company,” “we,” “us,” or “our”) and you or the entity you represent (“Client,” “you,” or “your”) for the provision of digital marketing services.

By engaging our services, accessing our website at https://outworkemdigital.com, or signing a Statement of Work (SOW), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you disagree with any part of these Terms, you may not use our services.

Important Notice: These Terms have been updated to reflect current industry standards, legal requirements, and business practices as of 2025.

2. Services Provided

2.1 Scope of Services

The Agency provides comprehensive digital marketing services which may include, but are not limited to:

Search Engine Optimization (SEO):

• Technical SEO audits and implementation
• On-page and off-page optimization
• Content optimization and strategy
• Link building and digital PR
• Local SEO and Google Business Profile optimization
• Core Web Vitals and page speed optimization

Pay-Per-Click Advertising (PPC):

• Campaign strategy, setup, and management
• Platform management (Google Ads, Microsoft Ads, Meta Ads, LinkedIn Ads, TikTok Ads)
• Landing page optimization and conversion tracking
• Shopping campaigns and product feed optimization
• Remarketing and audience targeting
• Performance analysis and optimization

Social Media Marketing:

• Content strategy and calendar development
• Content creation (graphics, videos, copy)
• Community management and engagement
• Social media advertising campaigns
• Influencer partnership coordination
• Social media analytics and reporting

Content Marketing:

• Blog posts, articles, and website copy
• Video content creation and optimization
• Infographics and visual content design
• Email marketing campaigns and automation
• Lead magnets and downloadable resources
• Content distribution and promotion

Web Design & Development:

• Custom website design and development
• WordPress development and customization
• E-commerce platform setup (Shopify, WooCommerce)
• Mobile-responsive design and optimization
• Website maintenance and security updates
• Website hosting and performance optimization

Analytics & Reporting:

• Comprehensive performance tracking and analysis
• Custom dashboard creation and management
• Conversion tracking and attribution modeling
• Competitive analysis and market research
• Monthly reporting and strategic recommendations
• ROI analysis and performance optimization

Additional Services:

• Marketing automation setup and management
• CRM integration and optimization
• Online reputation management
• Digital strategy consulting
• Training and consultation services

Specific services, deliverables, timelines, and success metrics are detailed in individual Statements of Work (SOW) attached to and incorporated into these Terms.

2.2 Service Delivery Standards

• Commencement: Services commence upon execution of signed agreement and receipt of initial payment
• Timeline Adherence: All timelines and deliverables are specified in the SOW and subject to Client cooperation
• Professional Standards: Agency employs industry best practices, current methodologies, and professional judgment in all service delivery
• Client Collaboration: Optimal results require active Client participation, timely feedback, and cooperation
• Quality Assurance: All deliverables undergo internal review before delivery to ensure quality standards
• Communication: Regular updates and reporting as specified in SOW
• Flexibility: Services may be adjusted based on performance data, industry changes, or Client needs

2.3 Service Limitations

The Agency does not provide:

• Legal, accounting, or tax advice
• Services requiring professional licenses we do not possess
• Guaranteed specific outcomes, rankings, or performance metrics
• Services that violate platform terms of service or applicable laws
• 24/7 emergency support unless specifically contracted

3. Payment Terms

3.1 Fee Structure

Setup and Onboarding Fees:

• Due upon contract signing
• Non-refundable once services commence
• Cover initial strategy development, account setup, and onboarding activities

Monthly Retainer Fees:

• Billed in advance on the 1st of each month
• Auto-renewal unless terminated per Section 10
• Include ongoing management, optimization, and reporting

Project-Based Fees:

• As specified in SOW with milestone-based payments
• Typically structured as 50% upfront, 50% upon completion
• Additional milestones for larger projects

Hourly Services:

• Current rate of $175/hour for work outside of retainer scope
• Minimum billing increment of 15 minutes
• Pre-approval required for work exceeding 5 hours

Third-Party Platform Costs:

• Client responsible for all advertising spend (Google Ads, Facebook Ads, etc.)
• Agency management fees separate from ad spend
• Platform costs billed directly to Client or reimbursed to Agency

3.2 Payment Terms and Procedures

• Payment Due: All invoices are due within 30 days of invoice date
• Payment Methods: ACH transfer, wire transfer, or credit card (processing fees may apply)
• Late Payments: Subject to 1.5% monthly interest charge or maximum legal rate, whichever is lower
• Service Suspension: Agency reserves the right to suspend services for payments 10+ days overdue
• Collection Costs: Client responsible for all collection costs, including legal fees
• Taxes: Client responsible for all applicable taxes unless exempt with valid documentation
• Currency: All fees quoted and payable in US Dollars

3.3 Expenses and Reimbursements

Client agrees to reimburse Agency for pre-approved, project-related expenses including:

• Stock photography, video, or audio licensing fees
• Premium software tools or subscriptions specific to Client’s needs
• Travel expenses for in-person meetings or events (when pre-approved)
• Third-party vendor costs for specialized services
• Printing, shipping, or other physical materials
• Event registration or conference fees related to Client’s industry

All expenses require prior written approval for amounts exceeding $200. Receipts provided upon request.

3.4 Refunds and Credits

• Setup fees: Non-refundable once services commence
• Monthly retainers: No refunds for partial months; credits may be applied to future services
• Project fees: Refundable only for undelivered work after proper termination
• Unused retainer hours: May be carried forward for up to 60 days at Agency’s discretion

4. Client Responsibilities and Cooperation

4.1 Required Cooperation and Access

Client agrees to provide and maintain:

System and Platform Access:

• Timely access to necessary websites, social media accounts, advertising platforms, and analytics tools
• Administrative privileges where required for service delivery
• Two-factor authentication setup and maintenance
• Regular password updates and security protocol compliance

Materials and Content:

• Brand assets (logos, fonts, color schemes, brand guidelines)
• Product information, service descriptions, and pricing
• High-quality images, videos, and other media assets
• Existing marketing materials and previous campaign data
• Customer personas, target audience information, and market insights

Communication and Approval:

• Designation of single authorized representative for approvals and strategic decisions
• Review and approval of deliverables within 5 business days of delivery
• Participation in scheduled meetings and strategy sessions
• Timely feedback on drafts, concepts, and recommendations
• Prompt notification of any business changes affecting services

4.2 Content Standards and Compliance

Content Ownership and Rights:

• Client guarantees ownership or proper licensing of all provided materials
• All materials must be free from copyright, trademark, or other intellectual property infringement
• Client responsible for accuracy, legality, and appropriateness of all provided information
• Client maintains responsibility for compliance with industry-specific regulations

Platform Compliance:

• Adherence to all applicable platform terms of service (Google, Meta, LinkedIn, etc.)
• Compliance with advertising policies and community guidelines
• Maintenance of proper business licenses and certifications
• Truthful and non-misleading advertising and marketing claims
• Compliance with applicable consumer protection laws

Data and Privacy:

• Implementation of required privacy policies and cookie notices
• Compliance with GDPR, CCPA, and other applicable privacy regulations
• Proper consent mechanisms for data collection and marketing
• Secure handling of customer data and personally identifiable information

4.3 Technical Requirements

Client ensures:

• Website/platform compatibility with Agency’s tools and services
• Adequate hosting resources for increased traffic and functionality
• SSL certificates and basic security measures implementation
• Regular backups and disaster recovery procedures
• Mobile-responsive website functionality

4.4 Performance Cooperation

For optimal service delivery, Client agrees to:

• Provide historical performance data and analytics access
• Share competitive intelligence and market insights
• Participate in strategy development and optimization discussions
• Implement recommended on-site changes and optimizations
• Maintain consistent brand messaging across all channels

5. Intellectual Property Rights

5.1 Client Pre-Existing Materials

• Client retains full ownership of all pre-existing intellectual property, including trademarks, copyrights, trade secrets, and proprietary information
• Client grants Agency a limited, non-exclusive license to use Client materials solely for service delivery during the contract term
• This license includes the right to display Client work in Agency portfolio and marketing materials with prior written consent
• License automatically terminates upon contract conclusion unless otherwise agreed

5.2 Agency Work Product and Deliverables

Custom Created Content:

• All custom content, designs, copy, and strategies created specifically for Client transfer ownership upon full payment
• Transfer includes source files, working documents, and intellectual property rights
• Client receives perpetual, worldwide license to use all deliverables

Agency Methodologies and Tools:

• Agency retains ownership of proprietary methodologies, processes, software tools, and templates
• Pre-existing Agency intellectual property remains sole property of Agency
• Client receives license to use methodologies incorporated into deliverables
• Agency may continue to use general knowledge, skills, and experience gained

Third-Party Elements:

• Stock photography, fonts, software licenses, and third-party tools remain property of respective owners
• Client responsible for ongoing licensing fees for continued use
• Agency will identify third-party elements requiring separate licensing

5.3 Collaborative Work Product

For jointly developed intellectual property:

• Ownership determined on case-by-case basis in writing
• Each party retains rights to their respective contributions
• Joint ownership requires mutual consent for licensing to third parties
• Revenue sharing agreements documented separately when applicable

5.4 Intellectual Property Protection

Both parties agree to:

• Respect all third-party intellectual property rights
• Promptly notify each other of potential infringement issues
• Cooperate in protecting jointly developed intellectual property
• Maintain confidentiality of proprietary information and trade secrets

6. Confidentiality and Non-Disclosure

6.1 Definition of Confidential Information

Confidential Information includes all non-public, proprietary information disclosed by either party, including but not limited to:

Business Information:

• Strategic plans, business models, and expansion strategies
• Financial data, pricing information, and cost structures
• Customer lists, prospect databases, and market analysis
• Sales data, conversion rates, and performance metrics

Technical Information:

• Proprietary software, tools, and methodologies
• Technical specifications, code, and algorithms
• Process documentation and operational procedures
• Research and development projects

Marketing Information:

• Campaign strategies, creative concepts, and marketing plans
• Competitive intelligence and market research
• Audience data, personas, and targeting information
• Performance data and optimization insights

6.2 Confidentiality Obligations

Both parties agree to:

• Maintain strict confidentiality of all Confidential Information
• Use Confidential Information solely for the purposes of this Agreement
• Implement reasonable security measures to protect against disclosure
• Limit access to employees and contractors with legitimate need-to-know
• Return or destroy Confidential Information upon contract termination

6.3 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was known by receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from third parties without confidentiality restrictions
• Must be disclosed pursuant to legal or regulatory requirements (with prompt notice)

6.4 Duration and Remedies

• Confidentiality obligations survive contract termination for 5 years
• Breach of confidentiality may cause irreparable harm warranting equitable relief
• Monetary damages may be inadequate remedy for confidentiality breaches
• Either party may seek injunctive relief for actual or threatened breaches

7. Representations, Warranties, and Disclaimers

7.1 Mutual Representations and Warranties

Each party represents and warrants that:

• It has full authority to enter into and perform this Agreement
• Execution and performance will not violate any other agreements or legal obligations
• All information provided is accurate, complete, and not misleading
• It will comply with all applicable laws, regulations, and industry standards
• Its performance will not infringe upon third-party intellectual property rights

7.2 Agency Service Warranties

Agency specifically warrants that:

• Services will be performed in a professional, competent manner consistent with industry standards
• All deliverables will be original work or properly licensed
• Agency maintains appropriate professional liability insurance
• Services will comply with applicable platform terms of service and advertising policies
• Agency will use commercially reasonable efforts to achieve stated objectives

7.3 Important Disclaimers

AGENCY EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES REGARDING:

Performance Outcomes:

• Specific search engine rankings, traffic levels, or conversion rates
• Guaranteed return on investment (ROI) or revenue increases
• Specific lead generation numbers or customer acquisition metrics
• Protection from algorithm changes or platform policy modifications
• Competitive positioning or market share improvements

Service Availability:

• Uninterrupted service delivery or system availability
• Error-free deliverables or perfect performance
• Immunity from technical issues or third-party service disruptions
• Constant availability of key personnel or team members

External Factors:

• Actions of competitors or market conditions
• Changes in consumer behavior or economic conditions
• Platform algorithm updates or policy changes
• Technical issues beyond Agency’s reasonable control

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability and Risk Allocation

8.1 Liability Limitation Cap

Maximum Liability: Agency’s total aggregate liability for all claims arising under or related to this Agreement, regardless of the theory of liability (contract, tort, negligence, or otherwise), shall not exceed the total fees paid by Client to Agency in the 12 months immediately preceding the event giving rise to the claim.

8.2 Excluded Damages

NEITHER PARTY SHALL BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, business opportunities, or anticipated savings
• Loss of data, business interruption, or system downtime
• Costs of substitute services or cover
• Damage to reputation or business relationships
• Any damages exceeding the liability cap set forth above

This exclusion applies even if the liable party has been advised of the possibility of such damages.

8.3 Exceptions to Limitations

Liability limitations DO NOT apply to:

• Breaches of confidentiality obligations
• Intellectual property infringement claims
• Gross negligence, willful misconduct, or criminal acts
• Indemnification obligations under Section 9
• Violations of applicable law that cannot be contractually limited
• Personal injury or property damage caused by negligence

8.4 Risk Mitigation and Insurance

• Agency maintains professional liability insurance appropriate to services provided
• Client advised to maintain adequate business insurance covering potential losses
• Both parties agree to implement reasonable risk mitigation strategies
• Force majeure events covered under Section 12.7

8.5 Prompt Notice Requirement

All claims must be brought within one (1) year of the date the claiming party knew or should have known of the basis for the claim, or such claims are forever barred.

9. Indemnification

9.1 Client Indemnification

Client agrees to defend, indemnify, and hold harmless Agency, its officers, directors, employees, agents, and contractors from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Content and Materials:

• Use of Client-provided content, materials, data, or information
• Infringement of third-party intellectual property rights by Client materials
• Violation of publicity, privacy, or other personal rights

Legal and Regulatory Compliance:

• Client’s violation of applicable laws, regulations, or industry standards
• Non-compliance with platform terms of service or advertising policies
• Regulatory violations specific to Client’s industry or business practices

Business Operations:

• Client’s products, services, or business practices
• Representations or warranties made by Client
• Client’s relationships with customers, vendors, or partners

Authority and Representation:

• Misrepresentation of authority to enter into this Agreement
• Unauthorized use of third-party trademarks, copyrights, or other intellectual property

9.2 Agency Indemnification

Agency agrees to defend, indemnify, and hold harmless Client from and against claims that Agency’s original work product directly infringes a third party’s valid intellectual property rights, subject to the following limitations:

Conditions:

• Agency’s liability limited to work product created solely by Agency
• Infringement must be based on Agency’s original creative work, not Client-provided materials
• Client must promptly notify Agency of infringement claims
• Agency must have opportunity to defend or settle claims

Exclusions:

• Modifications made by Client or third parties
• Use outside the scope of services or intended purpose
• Combination with non-Agency materials causing infringement
• Client’s failure to implement Agency’s updates or corrections

9.3 Indemnification Procedures

Notice Requirements:

• Prompt written notice of claims (within 30 days of awareness)
• Reasonable cooperation in defense of claims
• No admission of liability without indemnifying party’s consent

Defense and Settlement:

• Indemnifying party controls defense and settlement negotiations
• Indemnified party may participate with separate counsel at own expense
• Reasonable cooperation required from indemnified party
• Settlement approval required from indemnified party if it admits liability

10. Term, Renewal, and Termination

10.1 Agreement Term

Initial Term:

• Commences upon execution of this Agreement and SOW
• Initial term duration specified in individual SOW (typically 6-12 months)
• Minimum commitment periods may apply as specified in SOW

Renewal Terms:

• Automatically renews for successive one-month periods unless terminated
• Either party may provide 30 days written notice of non-renewal
• Terms and pricing may be updated annually with 60 days notice

10.2 Termination Rights

Termination for Convenience:

• Either party may terminate with 30 days written notice
• No penalty for termination after minimum commitment period
• Early termination during commitment period may incur cancellation fees

Termination for Cause:

• Immediate termination for material breach not cured within 15 days of written notice
• Examples of material breach: non-payment, confidentiality violations, illegal activities
• No cure period for breaches that cannot reasonably be cured

Automatic Termination:

• Non-payment of fees 30+ days after invoice due date
• Insolvency, bankruptcy, or cessation of business operations
• Loss of necessary licenses or legal authority to operate

10.3 Effect of Termination

Upon any termination of this Agreement:

Financial Obligations:

• Client remains liable for all fees and expenses incurred through termination date
• Pro-rated charges for partial month of services
• Outstanding third-party costs and reimbursable expenses
• No refund of setup fees or completed work

Work Product and Deliverables:

• Agency delivers all completed work product upon payment of outstanding fees
• Work-in-progress delivered in current state without warranty
• Client receives all account credentials and platform access
• Source files and working documents transferred upon full payment

Transition Assistance:

• Reasonable transition assistance available at standard hourly rates
• Account handover and knowledge transfer sessions
• Up to 30 days of consultation on implementation questions
• Historical performance data and reporting provided

Ongoing Obligations:

• Return or destruction of confidential information within 30 days
• Cessation of use of Agency’s proprietary tools and methodologies
• Removal of Agency access to all Client accounts and platforms
• Survival of confidentiality, indemnification, and liability limitation provisions

10.4 Post-Termination Non-Solicitation

For 12 months following termination:

• Client agrees not to directly solicit Agency employees for employment
• Agency agrees not to directly solicit Client’s employees learned through this engagement
• Prohibition applies to active solicitation, not general job postings
• Independent contractor relationships may continue subject to separate agreements

11. Specific Service Terms and Conditions

11.1 Search Engine Optimization (SEO) Services

Timeline and Expectations:

• Typical results visible after 3-6 months of consistent optimization
• Full impact of SEO strategies may take 6-12 months to materialize
• Algorithm changes may cause temporary fluctuations in performance
• Long-term, sustainable approach prioritized over quick fixes

Methodology and Approach:

• Exclusive use of white-hat, search engine approved techniques
• No guarantee of specific rankings for individual keywords
• Focus on overall organic visibility and qualified traffic improvement
• Ongoing optimization required to maintain and improve results

Client Requirements:

• Website technical foundation must meet minimum standards
• Implementation of recommended on-site changes
• Regular content updates and additions
• Maintenance of website security and performance standards

Reporting and Metrics:

• Monthly comprehensive SEO reports
• Tracking of organic traffic, rankings, and conversions
• Competitive analysis and market opportunity identification
• Recommendations for continued optimization and growth

11.2 Pay-Per-Click (PPC) Management Services

Account Ownership and Access:

• Client maintains ownership of all advertising accounts (Google, Meta, etc.)
• Client provides Agency with administrative access for management
• Agency implements bid management, ad optimization, and performance monitoring
• Client retains ultimate control and can revoke access at any time

Budget and Spending Management:

• Client determines total advertising budget allocation
• Agency optimizes performance within provided budget parameters
• No guarantee of specific click-through rates, conversion rates, or cost metrics
• Budget adjustments require Client approval for changes exceeding 20%

Performance and Optimization:

• Continuous campaign monitoring and optimization
• Regular A/B testing of ad creative and landing pages
• Platform policy compliance and account health monitoring
• Performance reporting and strategic recommendations

Platform Compliance:

• Adherence to all advertising platform policies and guidelines
• Client responsible for compliance with industry-specific regulations
• Agency provides guidance but cannot guarantee approval of all campaigns
• Policy violations may result in account restrictions beyond Agency’s control

11.3 Social Media Marketing Services

Content Creation and Approval:

• All content subject to Client review and approval process
• Standard approval turnaround time: 3 business days
• Emergency or time-sensitive content may use expedited approval
• Client responsible for final approval and brand consistency

Community Management:

• Response time standards specified in individual SOW
• Business hours coverage typically provided (Monday-Friday, 9 AM – 5 PM)
• Crisis management protocols established and documented
• Escalation procedures for sensitive or controversial interactions

Platform Management:

• Regular posting schedule as specified in SOW
• Engagement with followers and community building
• Hashtag research and trend monitoring
• Performance tracking and audience growth strategies

Compliance and Risk Management:

• Adherence to platform community guidelines and terms of service
• Brand voice and messaging consistency
• Appropriate content for target audience and platform
• Legal compliance for contests, promotions, and user-generated content

11.4 Web Development Services

Project Specifications:

• Detailed project requirements documented in SOW
• Wireframes, mockups, and technical specifications provided
• Change requests outside original scope subject to additional fees
• Client approval required at each major development milestone

Technical Standards:

• Modern, responsive design compatible with current browsers
• Mobile-first approach and cross-device functionality
• Basic SEO optimization and site speed considerations
• SSL certificate implementation and basic security measures

Content and Functionality:

• Client responsible for providing all text, images, and media content
• Basic functionality testing included in development process
• Advanced integrations or custom functionality may require additional fees
• Training provided on content management system usage

Launch and Post-Launch:

• Comprehensive testing before website launch
• 30-day warranty period for bug fixes and technical issues
• Hosting setup assistance (hosting fees separate)
• Source code and development files transferred upon final payment

11.5 Analytics and Reporting Services

Data Collection and Analysis:

• Implementation of comprehensive tracking systems
• Google Analytics, platform-specific analytics, and custom reporting
• Conversion tracking and goal setup
• Attribution modeling and customer journey analysis

Reporting Schedule:

• Monthly comprehensive performance reports
• Quarterly strategic reviews and recommendations
• Real-time dashboard access for key metrics
• Ad-hoc reporting available upon request

Key Performance Indicators:

• Metrics aligned with Client’s business objectives
• Traffic, engagement, conversion, and ROI tracking
• Competitive benchmarking and industry comparisons
• Actionable insights and optimization recommendations

12. General Provisions

12.1 Entire Agreement and Modifications

Complete Agreement: These Terms, together with any executed SOW and amendments, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter herein.

Modification Requirements:

• All amendments must be in writing and signed by authorized representatives of both parties
• Verbal modifications or informal agreements are not binding
• Email confirmations of minor operational changes are acceptable for non-material modifications
• Material changes require formal written amendments

12.2 Assignment and Successors

General Assignment Restrictions: Neither party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except as provided below.

Permitted Assignments:

• Agency may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all assets
• Either party may assign to an affiliate with prior written notice
• Assignment of payment obligations to financing entities permitted

Effect of Assignment: Permitted assignments are binding on successors and assigns, and assignee assumes all obligations of the assignor.

12.3 Governing Law and Jurisdiction

Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

Jurisdiction: Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and both parties consent to such jurisdiction.

12.4 Dispute Resolution

Step 1 – Direct Negotiation: The parties agree to attempt to resolve any disputes through good faith, direct negotiation between senior executives of each party for a period of 30 days.

Step 2 – Mediation: If direct negotiation fails, disputes shall be submitted to binding mediation in Phoenix, Arizona, under the Commercial Mediation Rules of the American Arbitration Association.

Step 3 – Arbitration: If mediation fails to resolve the dispute within 60 days, the dispute shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.

Exceptions: Either party may seek immediate injunctive relief or other equitable remedies in court for breaches of confidentiality, intellectual property infringement, or other circumstances where monetary damages would be inadequate.

Costs: Each party shall bear its own costs and attorneys’ fees unless otherwise awarded by the arbitrator or court.

12.5 Severability and Enforceability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

12.6 Force Majeure

Neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, pandemics, or acts of God
• War, terrorism, or civil unrest
• Government actions, regulations, or sanctions
• Internet outages, cyber attacks, or technology failures
• Labor strikes or supply chain disruptions

Notice and Mitigation: The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact and resume performance.

12.7 Notices and Communications

Written Notice Requirements: All formal notices under this Agreement must be in writing and delivered via:

• Email to the addresses specified in the SOW (receipt confirmed)
• Certified mail, return receipt requested
• Nationally recognized overnight delivery service

Effectiveness: Notices are effective upon receipt or refusal of delivery.

Address Changes: Parties must provide 30 days written notice of any changes to contact information.

12.8 Independent Contractor Relationship

Relationship Definition: The parties are independent contractors and not partners, joint venturers, employees, or agents of each other. Neither party has authority to bind the other party or create obligations on behalf of the other.

Tax and Legal Responsibilities: Each party is responsible for its own taxes, insurance, and legal compliance. No employment relationship is created by this Agreement.

12.9 Survival of Provisions

The following provisions shall survive termination or expiration of this Agreement:

• Payment obligations for services rendered
• Confidentiality and non-disclosure obligations
• Intellectual property rights and ownership
• Indemnification obligations
• Limitation of liability and disclaimer provisions
• Dispute resolution procedures
• Governing law and jurisdiction

12.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement. Electronic signatures shall have the same legal effect as original signatures.

13. Acceptance and Acknowledgment

 

13. Acceptance

By signing below or commencing services, Client acknowledges reading, understanding, and agreeing to these Terms and Conditions.