Terms of Service

These Terms become binding when you expressly accept them through an order, proposal, service agreement, electronic acceptance, or other written confirmation.

You must be at least 18 years old and legally capable of entering into an agreement. If you act for a business or another organization, you represent that you have authority to bind it.

Merely visiting our website does not create a paid service agreement.

An accepted proposal, statement of work, or order (“Order”) specifies the services, fees, deliverables, and any project-specific conditions. If documents conflict, a separately signed agreement controls first, followed by the Order, then these Terms. A data processing agreement controls matters within its scope.

We provide marketing services, digital services, and IT support as described in the applicable Order.

Services, deliverables, deadlines, revision allowances, and support arrangements are limited to the agreed scope. Additional work requires written approval of any resulting fees or schedule changes.

Unless expressly included, services do not include continuous monitoring, emergency response, guaranteed uptime, legal advice, regulatory certification, or ongoing maintenance after project completion.

We may use qualified subcontractors while remaining responsible for their performance of our contractual obligations.

You agree to:

• Provide accurate information, timely feedback, and necessary materials.
• Maintain authority to use the accounts, systems, content, and data involved.
• Provide access through appropriate, secure methods.
• Identify material restrictions, security requirements, and known technical risks.
• Review proposed content and confirm factual claims about your products or services.
• Maintain current backups before technical work unless backup services are expressly included.

Delays in required materials, access, or approvals may reasonably extend delivery schedules.

You must not request unlawful activity, unauthorized system access, deceptive advertising, infringement, unsolicited communications that violate applicable law, or violations of platform rules.

Both parties remain responsible for their own legal obligations.

Prices are stated in U.S. dollars unless the Order specifies otherwise.

Invoices are due within 14 calendar days of the invoice date. Deposits, milestones, and prepayment requirements apply only when stated in the Order.

Fees exclude applicable sales, use, and similar transaction taxes unless expressly included. You are not responsible for taxes on our net income.

Advertising spend, software subscriptions, hosting, domains, stock assets, and other third-party expenses are additional unless included in the Order. We obtain your written approval before incurring such expenses on your behalf.

Notify us promptly of a good-faith invoice dispute and pay any undisputed portion when due. We will work with you to resolve the disputed amount.

Fee changes apply only to future work after written agreement or notice allowing you to terminate affected ongoing services before the change takes effect.

Delivery dates are reasonable estimates unless expressly identified as binding commitments.

We will notify you of material delays and discuss an updated schedule. Customer delays, approved changes, and events outside reasonable control may affect timing.

Revision rounds are those stated in the Order. If no allowance is specified, a fixed-price creative deliverable includes one consolidated revision round consistent with the original brief.

Corrections necessary to meet the agreed scope are not treated as additional revisions. New concepts, changed requirements, and additional features may require a separate quote.

Silence alone does not waive your right to report a genuine failure to meet the agreed scope.

We perform marketing work with reasonable professional care, but do not guarantee particular rankings, leads, conversions, revenue, advertising approvals, or returns on investment.

Platform algorithms, policies, availability, and enforcement decisions may change independently of us. We are responsible for our own acts and omissions, but cannot guarantee a platform’s decisions or uninterrupted availability.

You retain control of your business accounts wherever reasonably practicable. Access provided to us should use delegated permissions rather than shared passwords.

Before publication, you are responsible for confirming the accuracy of business-specific claims and providing evidence supporting those claims. We may decline content or instructions we reasonably believe are unlawful or misleading.

Customer approval does not excuse our own unlawful conduct.

You authorize access only to the systems and activities identified in the Order or subsequent written instructions.

We will use reasonable care, limit access to what is necessary, and seek approval before material changes that create a foreseeable risk of significant disruption or data loss.

Some work may require downtime, restarts, software updates, or configuration changes. We will coordinate planned material interruptions where reasonably practicable.

IT support does not guarantee that every fault, vulnerability, or security incident can be prevented or resolved. Existing defects, unsupported software, and third-party dependencies may limit available solutions.

Credentials and access permissions should be revoked when no longer necessary.

You retain ownership of materials, trademarks, accounts, and data you provide. You grant us a limited right to use them solely to perform the agreed services.

Upon full payment of the applicable fees, we assign to you the intellectual property rights we own in final deliverables specifically created for you, except for the retained materials described below. To the extent those rights are assignable, this clause constitutes a written assignment effective upon payment.

We retain ownership of our pre-existing materials, reusable tools, templates, methods, libraries, and general know-how. If incorporated into a paid final deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and modify them as part of that deliverable.

Third-party and open-source components remain subject to their own licenses. We will identify material license restrictions relevant to your intended use.

Drafts, rejected concepts, and working files are included only if the Order states so.

We will not publish your name, logo, confidential information, or project work in a portfolio without permission.

Each party will protect nonpublic information disclosed by the other that is marked confidential or reasonably understood to be confidential.

Confidential information may be used only to perform or administer the agreement and shared only with people who need access and are subject to appropriate confidentiality obligations.

These duties do not cover information that is public without breach, already lawfully known, independently developed, or lawfully obtained from another source. Legally required disclosures are permitted, with advance notice where lawful.

Confidentiality obligations continue for three years after termination; trade secrets remain protected for as long as they qualify under applicable law.

Our Privacy Policy explains our own handling of personal information. Where we process personal information on your behalf, the applicable service agreement and any required data processing agreement govern that processing.

You must have the rights and permissions necessary to provide personal information to us.

We will perform services with reasonable professional care and materially in accordance with the Order.

Notify us promptly of a specific failure to meet these requirements. We will have a reasonable opportunity to correct it without additional charge.

If we cannot reasonably correct a material failure, you may terminate the affected services and receive a refund of prepaid fees attributable to the deficient, uncorrected portion.

Except for express commitments in the agreement and warranties that cannot lawfully be excluded, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by law.

Nothing in these Terms removes mandatory consumer rights.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

EACH PARTY’S TOTAL LIABILITY ARISING FROM THE AFFECTED SERVICES IS LIMITED TO THE FEES PAID OR PAYABLE FOR THOSE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to fraud, willful misconduct, gross negligence, or liability that cannot lawfully be limited.

The cap does not eliminate your obligation to pay properly due fees or either party’s obligation to return property or information belonging to the other.

We may temporarily suspend affected services if reasonably necessary to address unauthorized use, a serious security risk, unlawful activity, or overdue undisputed payments.

Where practicable, we will provide written notice and a reasonable opportunity to resolve the issue. Immediate suspension is permitted when delay would create a material risk.

Suspension will be proportionate to the issue, and we will restore services promptly after resolution.

Fixed projects continue until completion unless terminated under the agreement.

Unless the Order states otherwise, either party may terminate ongoing services with 30 days’ written notice. This does not authorize automatic charges or renewal of a fixed-term agreement without a separately agreed arrangement.

Either party may terminate for a material breach that remains unresolved 10 calendar days after written notice describing the breach. Immediate termination is permitted for a serious breach that cannot reasonably be cured.

You may cancel a fixed project by written notice. You remain responsible for work completed and approved, noncancelable third-party commitments made before cancellation. Charges for partially completed fixed-price work will reflect documented work and may not exceed the agreed project price.

We will refund prepaid amounts exceeding properly due charges within 30 days after the final reconciliation.

If we terminate for convenience, we will refund prepaid fees for unperformed services.

After termination and payment of properly due fees, we will provide completed paid deliverables and reasonably assist with transferring customer-controlled accounts.

Additional migration work may be separately quoted, but we will not withhold your pre-existing data or accounts solely because an invoice is disputed.

Customer service files will be returned or deleted under the applicable agreement and our Privacy Policy. Unless otherwise agreed, you should request any necessary export within 30 days after termination.

Confidentiality, intellectual property, payment obligations, liability provisions, and other clauses intended to survive remain effective.

Neither party is responsible for delays caused by events beyond its reasonable control, such as natural disasters, government restrictions, or widespread infrastructure failures, provided it takes reasonable steps to limit the impact and gives prompt notice.

If the disruption continues for more than 30 days, either party may terminate affected services. Prepaid fees for services not performed will be refunded, subject to approved, nonrecoverable third-party commitments.

The agreement is governed by Wyoming law, excluding conflict-of-law rules, except where mandatory law requires otherwise.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through written notice and discussion for 30 days. This does not prevent urgent protective relief or filing needed to preserve a legal deadline.

Subject to mandatory jurisdiction rules, disputes will be brought before a state court in Sheridan County, Wyoming, or a federal court in the District of Wyoming having jurisdiction.

The parties are independent contractors. Neither may bind the other without written authority.

These Terms and the applicable Order constitute the agreement for the services concerned.

Changes to existing Orders require mutual agreement. Revised website Terms do not automatically modify an existing Order.

If a provision is unenforceable, the remaining provisions continue to apply. Failure to enforce a provision does not waive future enforcement.

Neither party may assign the agreement without the other’s consent, except in connection with a merger or sale of the relevant business where the successor assumes the obligations and the assignment does not materially reduce the other party’s rights.

Written approvals and notices may be exchanged by email. Electronic signatures and counterparts may be used where legally permitted.

ETHICALYZE LLC
35N South Gould St.
Sheridan, WY 82801
United States
Email: info@ethicalyze.com