Terms of Service

1. SCOPE OF SERVICES

Agency agrees to perform marketing services as described in a signed Statement of Work (SOW). Any changes to the scope must be agreed upon in writing by both parties.

2. FEES AND PAYMENT

• Invoicing: Client shall pay Agency the fees set forth in the SOW.
• Payment Terms: Invoices are due within 30 days of the invoice date.
• Late Payments: Late payments will incur a fee of 1.5% per month. Agency reserves the right to suspend services if an invoice is more than 15 days overdue.

3. INTELLECTUAL PROPERTY

• Client Content: Client retains ownership of all materials provided to Agency (logos, trademarks, etc.).
• Deliverables: Upon full payment, Agency assigns to Client all rights and title to the final, creative deliverables produced specifically for the Client.
• Agency Tools: Agency retains ownership of its proprietary methods, pre-existing code, software, and internal tools used to generate the deliverables.

4. CLIENT OBLIGATIONS

Client agrees to provide timely access to necessary accounts (e.g., Google Ads, Meta Business Manager) and points of contact. Agency is not responsible for delays caused by the Client’s failure to provide approvals or materials.

5. TERM AND TERMINATION

• Term: This Agreement begins on the Effective Date and continues until terminated.
• Termination for Convenience: Either party may terminate this Agreement or any SOW with 30 days’ written notice.
• Termination for Cause: Either party may terminate immediately if the other party breaches a material term and fails to cure it within 10 days of notice.

6. CONFIDENTIALITY

Both parties agree to keep all non-public business information, trade secrets, and customer data strictly confidential during and after the term of this Agreement.

7. LIMITATION OF LIABILITY

• No Guarantees: Marketing involves variables outside of Agency’s control. Agency does not guarantee specific sales increases or ROI.
• Liability Cap: To the maximum extent permitted by law, Agency’s total liability for any claim shall not exceed the total fees paid by Client to Agency in the three (3) months preceding the claim.

8. THIRD-PARTY PLATFORMS

Agency is not responsible for changes in algorithms, service outages, or account suspensions initiated by third-party platforms (e.g., Google, Facebook, TikTok).

9. INDEMNIFICATION

Client shall defend and hold HarvestLabsLLC harmless against any claims, losses, or legal fees arising from the use of materials provided by the Client that infringe on a third party’s copyright or trademark.

10. GOVERNING LAW

This Agreement shall be governed by the laws of the State of [Your State, e.g., Delaware/California]. Any disputes shall be settled through binding arbitration in [Your City/County].