1. General Terms

Audacity Culture (“Agency”) agrees to provide the services (“Services”) described in the accompanying Statement of Work (“SOW”). The Client agrees to compensate the Agency as outlined in the Agreement.

The SOW and these Terms & Conditions together form the full Agreement between both parties.

2. Invoices & Payment Terms

• All invoices are issued on the first of each month, unless otherwise noted.
• A 5-day grace period applies to all payments. After that period, a 1.5% late fee per month (or the maximum allowed by law) may apply.
• Work may pause if payment is overdue by 15 days, and deliverables may be withheld until payment is received.
• One-time projects (non-retainer) are invoiced upon commencement unless otherwise agreed in writing.

3. Term & Termination

• Unless otherwise specified, retainers or ongoing engagements have a minimum 4-month term.
• Either party may terminate with 30 days’ written notice following the end of a billing cycle.
• If the Client initiates termination prior to the agreed term, a termination fee equal to 50% of one month’s retainer applies.
• In cases of non-payment exceeding 30 days, Audacity may suspend services and limit access to systems or deliverables until balances are cleared.

4. Scope & Out-of-Scope Work

• The SOW defines all included deliverables.
• Additional work must be approved through a signed addendum or pre-purchased creative or technical hours at the current Agency hourly rate ($95/hr).
• Pre-purchased hours do not expire during an active contract but must be used before contract end.

5. Ownership & Intellectual Property

• The Client owns all final, paid deliverables created during the engagement.
• Audacity retains ownership of its internal systems, templates, processes, and proprietary methods used to produce deliverables.
• Any unpaid work remains the property of Audacity until full payment is received.

6. Service Quality & Limitation of Results

Audacity will perform all services professionally and in accordance with industry standards.

However, the Agency does not guarantee specific results such as traffic, conversions, or revenue increase, as these depend on factors outside of its control.

7. Hosting, Security & Compliance

Audacity is not responsible for the Client’s hosting, cybersecurity, or ADA legal compliance.

The Client is responsible for managing its hosting provider and maintaining all relevant accounts (e.g., domain registrar, CMS, CRM, ad platforms).

8. Limitation of Liability

Audacity’s total liability under this Agreement is limited to the total fees paid to the Agency.

The Agency will not be liable for indirect, incidental, or consequential damages, including loss of revenue or data.

9. Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary or sensitive information shared during the engagement.

This includes client data, internal processes, and any trade secrets disclosed in the course of work.

10. Notices

All official notices must be sent via email or certified mail to the contact addresses provided by both parties in the SOW or onboarding form.

11. Governing Law & Legal Fees

This Agreement is governed by the laws of the State of Texas.

In the event of a dispute, the prevailing party is entitled to recover reasonable attorney’s fees and related costs.

12. Non-Solicitation

To ensure continuity of service, the Client agrees not to recruit or solicit any member of the Audacity Culture team during the engagement and for 180 days following its conclusion.

13. Amendments

Any modification to these Terms & Conditions must be made in writing and signed by both parties.