These Terms of Service form a binding agreement between you and Brand You Studios and govern brandyoustudios.com and every service we provide. This is the comprehensive, long-form version of our Terms. Please read it carefully; using our site or services means you accept it.

1. Introduction & Acceptance

These Terms of Service (the “Terms”) are a legally binding agreement between Brand You Studios [insert exact legal entity name, e.g., Brand You Studios, LLC] (“Company,” “we,” “us,” or “our”) and the person or entity that accesses our website or purchases or uses our services (“Client,” “you,” or “your”). They govern your access to and use of brandyoustudios.com (the “Site”) and all services, subscriptions, deliverables, and events we provide (collectively, the “Services”).

By accessing the Site, purchasing or using any Service, signing or accepting an Order Form, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms, by each applicable Order Form, and by our Privacy Policy, each of which is incorporated by reference. If you do not agree, do not access the Site or use the Services.

If you accept these Terms on behalf of a company or other entity, you represent and warrant that you have the authority to bind that entity, and “you” refers to that entity.

We may revise these Terms from time to time as described in Section 37. The “last updated” date above reflects the most recent revision.

2. Definitions

Capitalized terms have the meanings given below or where defined elsewhere in these Terms.

“Company,” “we,” “us,” “our” — Brand You Studios [legal entity name] and its owners, officers, members, employees, contractors, and agents.

“Client,” “you,” “your” — the person or entity that purchases, orders, accesses, or uses the Services.

“Services” — all services we provide, including subscription (done-for-you) services, project work, website design, build, and hosting, live event coverage, the headshot add-on, and access to and use of the Site.

“Order Form” — any proposal, statement of work, checkout page, quote, invoice, or written or electronic order describing the specific Services, fees, and terms you select.

“SOW” or “Statement of Work” — a document describing project-specific scope, deliverables, milestones, and fees, which is a type of Order Form.

“Deliverables” — the final work product we deliver to you under an Order Form (for example, finished videos, edited photos, published websites, or edited podcast episodes).

“Subscription” — any recurring, plan-based Service billed on a repeating cycle.

“Client Content” — any materials, information, media, logos, text, footage, data, or other content you provide to us or direct us to use.

“Company Materials” — our Site, methods, processes, know-how, software, tools, templates, presets, frameworks, and all pre-existing and background intellectual property.

“Event” — any live event we are engaged to cover or provide Services for.

“Confidential Information” — non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential.

3. Eligibility, Authority & Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a business, you represent that you are authorized to bind that business.

You agree to provide accurate, current, and complete information when purchasing Services or creating an account, and to keep it current. You are responsible for maintaining the confidentiality of any account credentials and for all activity that occurs under your account, whether or not authorized by you. You will notify us promptly of any unauthorized use or suspected breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials or account.

4. Description of Services

We provide creative production and marketing Services, which may include, without limitation: social media management; podcast editing; content creation; live event photography and videography, including same-day highlight reels; an on-site headshot add-on; and website design, build, and hosting. Certain Services are offered on a recurring Subscription basis, and others on a project or per-Event basis.

The specific scope, deliverables, fees, timelines, and any service-specific terms for what you purchase are set out in the applicable Order Form. We may modify, improve, substitute, suspend, or discontinue any Service, feature, or plan at any time. We will use commercially reasonable efforts to notify you of material changes that affect an active Subscription; your continued use after the change constitutes acceptance.

5. Order Forms, SOWs & Order of Precedence

Each engagement is defined by an Order Form or SOW that you sign or accept electronically. An Order Form is not binding on us until we accept it, and Event and project bookings are confirmed only as described in the applicable sections below. Each Order Form incorporates these Terms.

If there is a conflict among the documents that make up our agreement, the following order of precedence controls, from highest to lowest: (a) the applicable Order Form or SOW, but only as to the specific conflicting point and only for that engagement; (b) these Terms; and (c) the Privacy Policy. No purchase order, pre-printed terms, or other document you issue will modify these Terms, and any such terms are expressly rejected.

6. Onboarding, Client Cooperation & Client-Caused Delays

Our ability to perform depends on your timely cooperation. You agree to provide, promptly and in usable form, all materials, content, access, credentials, information, approvals, and feedback we reasonably request. All timelines, delivery estimates, and schedules assume your timely cooperation and are estimates, not guarantees.

Delays caused by you — including slow or withheld approvals, missing or defective materials, unresponsiveness, or changes to instructions — do not relieve you of your payment obligations and may result in rescheduling, extended timelines, or additional fees. If you fail to provide required items or approvals within a reasonable time (and, if we request, within [insert number, e.g., 15] days of our request), we may treat the applicable Deliverable or milestone as accepted, invoice for work performed, and/or suspend the engagement.

7. Scope, Revisions, Change Orders & Additional Work

The scope of each engagement is limited to what is expressly described in the applicable Order Form. Anything not expressly included is out of scope.

Unless the Order Form states otherwise, a Deliverable includes up to [insert number, e.g., two (2)] rounds of reasonable revisions. Additional revisions, expanded scope, new deliverables, expedited timelines, or other work beyond the Order Form require a written change order and are billed at our then-current rates or as quoted. We are not obligated to begin out-of-scope or additional work until it is approved in writing and, where applicable, paid for. Rush or expedited work may be subject to rush fees.

8. Fees & Pricing

You agree to pay all fees stated in your Order Form. Unless expressly stated otherwise, all fees are quoted and payable in U.S. dollars, are exclusive of taxes (see Section 11), and are non-refundable except as required by law or as expressly stated in these Terms.

Fees may be fixed, recurring, hourly, or estimated, as stated in the Order Form. Estimates are not guaranteed maximums; actual fees for time-and-materials or estimated work may vary with the work performed. You are responsible for reimbursable expenses (such as travel, lodging, per diem, licensed assets, and third-party fees) where the Order Form provides for them. We may change our pricing prospectively, and price changes for Subscriptions are governed by Section 9.

9. Subscriptions & Automatic Renewal

Subscriptions are billed in advance on a recurring cycle (for example, monthly) as stated in your Order Form. When you purchase a Subscription, you expressly authorize us and our payment processor to automatically charge your payment method the recurring fee on each renewal date until you cancel in accordance with Section 12. Your Subscription renews automatically for successive periods of the same length at the then-current rate.

The material terms of your Subscription — the recurring amount, the billing frequency, and how to cancel — are disclosed to you before purchase and in your Order Form, and by purchasing you provide your informed consent to them. You are responsible for keeping a valid payment method on file.

We may change Subscription pricing, features, or billing terms. For active Subscriptions, we will provide reasonable advance notice of a price increase, and the new price applies on your next renewal following the notice. Your continued use after the effective date constitutes acceptance; if you do not agree, your remedy is to cancel before the next renewal.

10. Payment, Late Amounts, Suspension & Chargebacks

You authorize us to charge your payment method for all fees when due. Invoices, where used, are due on the terms stated on the invoice or Order Form (or, if none, upon receipt).

If any amount is not paid when due, we may, without limiting our other rights and remedies: (a) charge interest at 1.5% per month or the maximum rate permitted by law, whichever is less, on past-due amounts; (b) suspend or withhold Services, Deliverables, hosting, licenses, or access until all amounts are paid in full; and (c) recover our costs of collection, including reasonable attorneys’ fees and court or arbitration costs.

Chargebacks and payment disputes. You agree to contact us first to resolve any billing concern. If you initiate a chargeback or payment dispute for a valid charge, you are in material breach of these Terms. We reserve the right to dispute and reverse improper chargebacks, suspend Services immediately, and recover the disputed amount plus any fees we incur and our costs of collection.

11. Taxes

Our fees are exclusive of all taxes. You are responsible for all sales, use, and similar transaction taxes, and any other taxes, duties, or governmental charges imposed on the Services or Deliverables, other than taxes based on our net income. Where we are required to collect such taxes, we will add them to your invoice or charge, and you authorize us to collect and remit them. If you claim a tax exemption, you must provide a valid exemption or resale certificate before the applicable charge; you remain responsible for any taxes, interest, and penalties that result from an invalid or unsupported exemption.

12. Cancellation, Pauses & Refunds

Cancellation. You may cancel a Subscription by providing written notice through the method stated in your Order Form or by contacting us at the address in Section 38, no later than [insert notice period, e.g., 30] days before your next renewal date. Cancellation takes effect at the end of your current paid billing cycle, and you remain responsible for the current cycle.

Refunds. Except as required by law or expressly stated in your Order Form: fees already paid are non-refundable; we do not provide refunds or credits for partial billing periods, unused time, or unused deliverables; and deposits, setup fees, build fees, and onboarding fees are non-refundable and are earned when paid.

Pauses. Where we offer the ability to pause a Subscription, any pause terms (including maximum duration and any pause fee) are as stated in your Order Form or our then-current policy.

Effect. On cancellation, we will stop performing Services and may stop delivering, publishing, or hosting work as of the effective date, and any licenses conditioned on ongoing payment or an active Subscription terminate as described in Sections 15 and 22.

Our right to cancel. We may cancel or decline to renew any Service at our discretion. If we cancel an active Subscription without cause, your sole remedy is a pro-rated refund of prepaid fees for the unused portion of the then-current period.

13. Deliverables, Review & Acceptance

We will deliver Deliverables in the format and by the method described in the Order Form. Unless the Order Form states otherwise, you have [insert number, e.g., five (5)] business days after delivery to review a Deliverable and provide written notice of any requested revisions that are within scope. If you do not provide such notice within that period, or if you use, publish, or otherwise put the Deliverable into service, the Deliverable is deemed accepted.

Creative and technical decisions — including shot selection, editing, sequencing, color, design, and final creative treatment — are within our reasonable professional judgment, subject to the scope and any revision rounds in the Order Form.

14. Company Intellectual Property & Background Materials

We exclusively own all right, title, and interest in and to the Company Materials, including: the Site; our methods, processes, know-how, workflows, and systems; our templates, presets, designs, layouts, and frameworks; our software, tools, and configurations; and all pre-existing and background materials we own or license and use in performing the Services. Nothing in these Terms transfers any Company Materials or any of our intellectual property to you. To the extent any Company Materials are embedded in or necessary to use a Deliverable, we grant you only the limited license described in Section 15, and no more.

All trademarks, service marks, logos, and trade names displayed on the Site or in connection with the Services are our property or the property of their respective owners, and nothing grants you any right to use them except as expressly permitted in writing.

15. Deliverables — Ownership, License & Files

License to you. Conditioned on our receipt of full payment of all fees due, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the final Deliverables for the purpose described in the Order Form. Unless an Order Form expressly assigns ownership to you in a signed writing, we retain ownership of the Deliverables and of all intellectual property in them.

Payment condition. Until all fees are paid in full, all Deliverables and any licenses to them are withheld, and any use of a Deliverable before full payment is unauthorized and a breach of these Terms. Any assignment or expanded license we offer is effective only upon full payment and only to the extent stated in the Order Form.

Raw and working files. All raw and unedited footage, outtakes, RAW image files, project files, working files, source files, and editable design files remain our sole and exclusive property, are not Deliverables, and are not provided to you unless expressly purchased in a signed Order Form. We are not obligated to retain or archive any files after delivery and may delete them in the ordinary course.

Feedback. If you provide suggestions or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

16. Client Content & License to Company

You grant us a worldwide, royalty-free, non-exclusive license to host, reproduce, modify, adapt, create derivative works from, publish, and display the Client Content solely as needed to provide the Services and, as permitted by Section 18, to promote our business.

You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary to provide the Client Content and to grant the license above; and (b) the Client Content, and our use of it as contemplated by these Terms, does not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights, or any law. You are solely responsible for the accuracy, quality, legality, and appropriateness of the Client Content.

17. Third-Party Materials, Music, Fonts & Stock

Deliverables may incorporate third-party materials such as music, sound effects, stock footage or images, fonts, plugins, or software (“Third-Party Materials”), which are subject to the applicable third-party license terms. Your right to use Third-Party Materials is limited to the scope of the license we obtain for the applicable Deliverable, and additional or expanded uses (for example, broadcast, paid advertising, or extended distribution) may require additional licenses at your expense.

Where you provide materials for us to use — including music, footage, images, fonts, or logos — you represent and warrant that you hold all necessary rights and licenses for our use of them in the Services, and you will indemnify us for any claim arising from materials you provide (see Section 31). We will not knowingly incorporate unlicensed copyrighted music or materials into Deliverables, and you agree not to direct us to do so.

18. Portfolio, Publicity & Marketing Rights

You grant us a perpetual, worldwide, royalty-free, non-exclusive right to reproduce, display, distribute, and use the Deliverables, the work we performed, and your name, logo, and trademarks to identify you as a client, in our portfolio, website, social media, case studies, reels, pitch decks, and other promotional materials, in any media now known or later developed.

If you wish to opt out of this use, or to exclude specific confidential or sensitive materials, you must notify us in writing, and we will honor the request on a going-forward basis. This section does not require us to remove or recall materials already published or distributed before we receive your request.

19. Live Event Coverage

Booking and deposit. Event bookings are confirmed only upon our receipt of a signed Order Form and any required deposit. Deposits are non-refundable and reserve your date; a date is not held until the deposit is received. Balance payments are due as stated in the Order Form, typically on or before the Event date.

Rescheduling and cancellation. If you reschedule or cancel, the following apply in addition to any terms in your Order Form: the deposit is forfeited; cancellations within [insert number, e.g., 14] days of the Event may be charged up to 100% of the total fee; and rescheduling is subject to our availability and may incur additional fees.

Travel and logistics. Travel, lodging, per diem, parking, and related expenses are your responsibility unless included in the Order Form. You are responsible for securing the venue and all necessary permissions, permits, credentials, power, and safe working conditions and access for our team and equipment.

Coverage. We are not responsible for coverage limitations caused by venue restrictions, third parties, other vendors, weather, safety conditions, or circumstances beyond our control. Delivery timelines for Event Deliverables, including same-day highlight reels and post-Event galleries, are estimates and are set in the Order Form.

20. Media Capture, Releases & Minors

By engaging us for an Event or media production, you grant us permission to photograph, film, and record the Event, its attendees, and its surroundings as needed to perform the Services.

Consents are your responsibility. You represent and warrant that you have obtained, or will obtain before the Event, all notices, consents, and releases required from Event attendees, participants, speakers, performers, and any other individuals who may appear in the media, permitting their capture and the use of the resulting media as contemplated by these Terms and the Order Form. Where minors may be present or captured, you are responsible for obtaining any required parental or guardian consent. You will indemnify us for any claim arising from a failure to obtain required notices, consents, or releases (see Section 31).

Your likeness. Where you or your personnel appear in Deliverables, you grant us a release to use your and their name, image, likeness, and voice in connection with the Services and our permitted marketing use under Section 18.

21. Headshot Add-On & Revenue Share

Where the headshot add-on is included in your Order Form, we will provide an on-site headshot station at your Event. Unless the Order Form states otherwise, we control the setup, staffing, workflow, image capture, editing, and delivery of headshots, and we set and collect the attendee-facing pricing.

Revenue share. We will share a percentage of the net headshot revenue with you as stated in the Order Form (the “Revenue Share”). “Net revenue” means amounts actually received and cleared from attendees, less refunds, chargebacks, payment-processing fees, taxes, and any other deductions stated in the Order Form. The Revenue Share percentage and payout timing are as set in the Order Form; if not stated, we will pay the Revenue Share within [insert number, e.g., 30] days after the Event, after funds have cleared.

No guarantee. We make no representation or guarantee regarding attendee participation, headshot sales volume, or the amount of any Revenue Share. Any estimates or examples are illustrative only and are not a promise of results or earnings.

22. Websites, Hosting, Domains & Platform Access

Websites we build for you may be designed, built, and hosted on our platform and on third-party infrastructure. Unless an Order Form states otherwise, hosting is provided as a service on a subscription basis; it is a license to access and use the hosted site, not a sale of the underlying platform, software, templates, or infrastructure, which remain our property or that of our providers.

Active plan required. Hosting requires an active, paid plan. If your hosting Subscription is cancelled, lapses, or is terminated for nonpayment or breach, we may suspend or take down the site and are not obligated to continue hosting, serving, or maintaining it.

Domains and data. You own your own domain name and your Client Content. Export or migration of a site, its files, or its data after termination is not guaranteed, may require all outstanding amounts to be paid, and may be subject to reasonable migration fees; we may, but are not required to, provide an export.

Availability and maintenance. We do not warrant uninterrupted or error-free operation and do not guarantee any specific uptime unless expressly stated in an Order Form. We may perform maintenance, updates, and changes, and we rely on third-party platforms whose availability we do not control.

23. Acceptable Use

You will not, and will not permit any third party to, use the Site, Services, or any hosting to: (a) violate any law or regulation, or infringe or misappropriate any third party’s intellectual property, privacy, publicity, or other rights; (b) upload, store, or transmit unlawful, defamatory, obscene, harassing, deceptive, or harmful content, or malware or malicious code; (c) send unlawful, deceptive, or unconsented commercial communications; (d) attempt to gain unauthorized access to, interfere with, or disrupt the Services or any systems or networks; or (e) use the Services to compete with us or to build a competing product or service.

We may investigate suspected violations and may remove content or suspend or terminate Services that we reasonably believe violate this section or expose us to liability, without liability to you.

24. Client Compliance (Marketing, Communications & Laws)

Where we perform marketing, social media, email, SMS, or advertising Services on your behalf, you are responsible for ensuring that your instructions, offers, audiences, and content comply with all applicable laws and platform policies, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), applicable state marketing and auto-renewal laws, and the terms of any platform used.

You represent and warrant that you have obtained all necessary consents, permissions, and opt-ins from the individuals on any contact list you provide or direct us to use, and that such individuals may lawfully be contacted through the channels you request. You are responsible for maintaining required consent records and for honoring opt-out and unsubscribe requests. You will indemnify us for any claim arising from your contact lists, audiences, offers, or communications (see Section 31).

25. Data, Privacy & Security

Our collection and use of personal information through the Site and the Services is described in our Privacy Policy, which is incorporated into these Terms. Where we process personal data on your behalf as part of the Services, we do so to provide the Services and in accordance with your lawful instructions and applicable law; as between you and us, you are responsible for the lawfulness of the data you provide and for providing any notices and obtaining any consents required from your own customers and end users.

We implement security measures we consider reasonable to protect data in our care, but no method of transmission or storage is completely secure. To the fullest extent permitted by law, we do not warrant that data will be free from loss, misuse, or unauthorized access, and we are not liable for events affecting third-party platforms or infrastructure outside our control.

26. Confidentiality

Each party may receive Confidential Information of the other. The receiving party will: (a) use the Confidential Information only to perform or use the Services; (b) protect it using at least reasonable care; and (c) not disclose it to third parties except to its personnel and contractors who need to know it and are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information if required by law or legal process, provided it gives reasonable prior notice where legally permitted. These obligations survive termination for so long as the information remains confidential.

27. No Guarantee of Results

We provide professional creative and marketing Services, but we do not guarantee any specific result or outcome. Without limitation, we do not warrant or guarantee any level of followers, engagement, reach, impressions, views, leads, sales, revenue, conversion rates, search-engine or AI-search rankings, or return on investment.

Results depend on many factors outside our control, including your products, offers, pricing, market, responsiveness, the quality of materials you provide, and third-party platform algorithms and policies. Any forecasts, samples of prior work, examples, or projections are illustrative only and are not guarantees, and your reliance on any such statement is at your own risk.

28. Third-Party Services & Platform Dependence

The Services rely on third-party platforms, tools, and providers, including without limitation website and CRM platforms (such as GoHighLevel), social media and advertising platforms, hosting and infrastructure providers, and payment processors. Your use of the Services may be subject to those third parties’ terms and policies, and you agree to comply with them.

We are not responsible or liable for the acts, omissions, availability, performance, security, pricing, policy changes, suspensions, account actions, or discontinuation of any third-party platform, and no such event is a breach by us. We do not control third-party algorithms or decisions (including suspensions or bans of your accounts). Fees payable to third parties are separate from our fees and are your responsibility unless expressly stated otherwise.

29. Disclaimer of Warranties

To the fullest extent permitted by law, the Site, the Services, and all Deliverables are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Services or Site will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any particular result will be achieved. No advice or information, whether oral or written, obtained from us creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

30. Limitation of Liability

To the fullest extent permitted by law:

In no event will we (or our owners, officers, members, employees, contractors, or agents) be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business, business opportunity, or anticipated savings, arising out of or relating to these Terms or the Services, even if we have been advised of the possibility of such damages, and regardless of the theory of liability.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Services will not exceed the total fees actually paid by you to us for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form or basis of the claim, whether in contract, tort (including negligence), strict liability, warranty, statute, or otherwise, and are an essential basis of the bargain between us. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case our liability is limited to the greatest extent permitted by law.

31. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its owners, officers, members, employees, contractors, and agents (the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) the Client Content or any materials, instructions, contact lists, or offers you provide; (b) your breach of these Terms or any Order Form; (c) your violation of any law or of any third party’s intellectual property, privacy, publicity, or other rights; (d) your use of the Services or Deliverables; (e) any claim by an Event attendee, participant, or other third party, including claims arising from a failure to obtain required notices, consents, or releases; and (f) any dispute between you and a third party.

We will provide you reasonable notice of a claim subject to indemnification and, at our option, may participate in the defense with counsel of our own choosing at our expense. You may not settle any claim in a way that imposes any obligation, liability, or admission on any Indemnified Party without our prior written consent.

32. Insurance & Non-Solicitation

Insurance. We maintain the types and amounts of insurance we consider appropriate for our business. Any certificate of insurance we provide is for informational purposes and does not expand our obligations or liability under these Terms.

Non-solicitation. During the term of any engagement and for [insert period, e.g., twelve (12)] months afterward, you will not, directly or indirectly, solicit for employment or engagement, hire, or retain any of our employees or contractors who provided Services to you, without our prior written consent. If you breach this section, you agree to pay us a placement fee equal to [insert amount or formula, e.g., 50% of the person’s annual compensation], which the parties agree is a reasonable estimate of our loss and not a penalty.

33. Term, Suspension, Termination & Survival

Term. These Terms apply for as long as you use the Site or Services and, for any Subscription or engagement, for the term stated in the Order Form and any renewals.

Suspension and termination by us. We may suspend or terminate the Services, any Order Form, or your access, in whole or in part, immediately and without liability, if: (a) you fail to pay any amount when due; (b) you breach these Terms or an Order Form; (c) we reasonably believe your conduct or content creates legal, security, or reputational risk or harm to us or others; or (d) required by law. We may also terminate for convenience on reasonable notice.

Effect of termination. On termination: all unpaid amounts become immediately due; your right to use the Services and any Deliverables not paid for in full ends; hosting and Subscriptions cease as described in Sections 12 and 22; and we may delete Client Content and files after a reasonable period.

Survival. Any provision that by its nature should survive termination survives, including Sections 8, 10, 11, 14–18, 26, 27, 29, 30, 31, 32, 36, and 38.

34. Force Majeure

We will not be liable or in breach for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, weather, fire, flood, natural disaster, illness, epidemic or pandemic, labor disputes, equipment or technology failure, loss of power or internet, failures or acts of third-party platforms, vendors, or venues, transportation disruptions, governmental action, or war, terrorism, or civil unrest. If such an event occurs, our affected obligations are suspended for the duration of the event, and we will use commercially reasonable efforts to reschedule or resume performance. If a force majeure event continues for an extended period, either party may terminate the affected engagement, subject to your obligation to pay for Services performed and non-cancellable costs incurred.

35. Electronic Communications, Records & Signatures

You consent to receive communications from us electronically, and you agree that electronic records and electronic signatures have the same legal effect and enforceability as paper records and handwritten signatures. Notices, disclosures, agreements, and Order Forms may be provided and accepted electronically, including by clicking to accept, by e-signature, or by continued use of the Services. You agree that your electronic acceptance of an Order Form or these Terms constitutes your signature and intent to be bound.

36. Dispute Resolution, Arbitration, Governing Law & Class-Action Waiver

Please read this section carefully. It affects how disputes are resolved and requires arbitration on an individual basis.

Informal resolution first. Before starting any formal proceeding, you agree to contact us and attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice describing the dispute.

Binding arbitration. Except as stated below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by [insert administrator, e.g., the American Arbitration Association] under its applicable rules, before a single arbitrator, seated in Midland County, Texas. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury-trial waiver. To the fullest extent permitted by law, all disputes will be conducted only on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative action. You and we each waive any right to a jury trial and any right to participate in a class or representative action.

Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

Governing law and venue. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Subject to the arbitration provisions above, the exclusive venue for any permitted court proceeding is the state or federal courts located in Midland County, Texas, and you consent to their personal jurisdiction.

Time limit. To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose, or it is permanently barred.

Prevailing party. In any dispute, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by law.

37. Changes to These Terms

We may modify these Terms at any time. Revised Terms are effective when posted to the Site or otherwise provided to you, and, for material changes affecting an active Subscription, we will use commercially reasonable efforts to provide notice. Your continued access to the Site or use of the Services after the effective date constitutes your acceptance of the revised Terms. It is your responsibility to review the Terms periodically. If you do not agree to a change, your remedy is to stop using the Services and, for a Subscription, to cancel in accordance with Section 12.

38. General Provisions & Contact

Entire agreement. These Terms, together with any Order Form and our Privacy Policy, are the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous discussions, proposals, and agreements. Section 5 governs any conflict among these documents.

Assignment. You may not assign or transfer these Terms or any Order Form, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this section is void. We may assign or transfer our rights and obligations freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

Independent contractor. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship, and neither party may bind the other.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if it cannot be, severed, and the remaining provisions remain in full force and effect.

No waiver. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in writing.

Notices. Legal notices to us must be sent to the contact below. We may provide notices to you by email, through the Services, or by posting to the Site, and such notices are deemed given when sent or posted.

Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter.

Counterparts and electronic acceptance. An Order Form may be accepted in counterparts and electronically, each of which is deemed an original.