Terms of Service

Effective Date: January 2025
Last Updated: January 2025

1. Agreement Overview

1.1 Contractual Relationship

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between 7t1.studio ("Agency," "we," "us," "our") and the client ("Client," "you," "your") governing the provision of digital marketing services. By executing a Service Agreement, Proposal, Statement of Work, or making payment for services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

This Agreement supersedes all prior discussions, representations, and understandings between the parties. No amendment, modification, or waiver of any provision shall be valid unless in writing and signed by both parties. These Terms shall govern all services provided by 7t1.studio unless explicitly superseded by a separately executed Master Services Agreement.

1.2 Service Scope Definition

7t1.studio operates as a full-service digital marketing agency specializing in:

Search Engine Optimization (SEO) and organic search strategies
Pay-Per-Click (PPC) advertising and conversion optimization
Social media marketing and community management
Content strategy, creation, and distribution
Website design, development, and optimization
Email marketing automation and campaign management
Analytics implementation and performance reporting
Brand strategy and digital transformation consulting

Specific services to be rendered shall be detailed in individual Statements of Work ("SOW"), Proposals, or Service Agreements, which shall incorporate these Terms by reference.

2. Client Responsibilities & Obligations

2.1 Information Provision & Cooperation

Client shall provide:

Business Information: Complete and accurate business details, target audience profiles, competitive analysis, marketing objectives, and success metrics
Technical Access: Timely provision of administrative access to websites, analytics platforms, social media accounts, advertising accounts, and other necessary systems
Brand Assets: Logo files, brand guidelines, style guides, imagery, and other marketing collateral in industry-standard formats
Content Materials: Existing marketing materials, product information, customer testimonials, case studies, and other relevant content
Legal Documentation: Required disclaimers, privacy policies, terms of service, and compliance documentation for regulated industries

Cooperation Requirements:

Designate a primary point of contact with decision-making authority
Respond to Agency inquiries within 48 business hours for routine matters, 24 hours for urgent matters
Provide feedback and approvals on deliverables within agreed-upon timelines
Participate in scheduled strategy sessions, reviews, and planning meetings
Notify Agency promptly of any business changes affecting marketing strategies

2.2 Content & Material Warranties

Client represents and warrants that:

All provided materials are original or Client has obtained necessary permissions/licenses
Content does not infringe upon any third-party intellectual property rights
Materials are accurate, truthful, and compliant with applicable laws and regulations
Client has authority to grant Agency usage rights for all provided assets
No provided materials contain malware, viruses, or other harmful components

2.3 Compliance Obligations

Industry-Specific Requirements:

Healthcare Clients: HIPAA compliance, patient privacy considerations
Financial Services: Regulatory disclosures, risk warnings, compliance oversight
E-commerce: Sales tax requirements, shipping regulations, return policies
Legal/Professional Services: Ethical advertising rules, jurisdiction limitations
International Operations: GDPR, CCPA, and other privacy regulation compliance

3. Agency Services & Deliverables

3.1 Service Standards

Professional Standards:

Services shall be performed with reasonable care, skill, and diligence consistent with industry standards
Agency personnel assigned shall possess appropriate qualifications and experience
Work shall be performed in accordance with agreed-upon specifications and timelines
Regular progress updates and performance reports shall be provided

Deliverable Specifications:

Deliverables shall conform to specifications outlined in applicable SOW
Revisions shall be limited to number specified in agreement
Final deliverables shall be provided in agreed-upon formats
Acceptance criteria shall be mutually defined prior to work commencement

3.2 Performance Metrics & Reporting

Measurement Framework:

Key Performance Indicators (KPIs) shall be established during onboarding
Baseline measurements shall be documented before campaign initiation
Regular performance reports shall be provided per agreed schedule
Performance shall be evaluated against industry benchmarks when available

Reporting Schedule:

Weekly: Campaign performance updates and tactical adjustments
Monthly: Comprehensive performance analysis and strategic review
Quarterly: Deep-dive analysis and strategic planning sessions
Annual: Year-end review and forward strategy development

3.3 Intellectual Property Rights

Pre-Existing IP:

Each party retains ownership of their pre-existing intellectual property
Client grants Agency limited license to use Client IP for service delivery
Agency grants Client limited license to use Agency IP incorporated into deliverables

Developed IP:

Client-Funded Work: Upon full payment, Client receives exclusive ownership of custom deliverables specifically created for Client
Agency Tools & Methods: Agency retains ownership of proprietary methodologies, frameworks, templates, and tools
Background Technology: Agency retains rights to underlying technology, code libraries, and systems not specific to Client

License Grants:

Deliverables License: Upon payment, Client receives perpetual, worldwide, non-exclusive license to use deliverables
Portfolio Rights: Agency retains right to display deliverables in portfolio with confidentiality protections
Third-Party Components: Usage rights for third-party materials subject to original license terms

4. Payment Terms & Financial Provisions

4.1 Fee Structure

Service Models:

Retainer Model: Monthly fixed fee for ongoing services, payable in advance
Project-Based: Fixed fee for defined scope, payable per agreed milestone schedule
Performance-Based: Base fee plus performance incentives tied to specific KPIs
Hybrid Models: Combination of fixed and variable components

Additional Costs:

Third-Party Expenses: Software subscriptions, advertising spend, stock assets, premium tools
Out-of-Scope Work: Services beyond agreed scope at agreed hourly rates
Rush Fees: Expedited delivery or timeline compression charges
Change Orders: Scope modifications after project commencement

4.2 Payment Schedule

Standard Terms:

Invoices due upon receipt unless otherwise specified
Late payments subject to 1.5% monthly interest (18% annual)
Services may be suspended for accounts 30+ days past due
Reinstatement fees may apply for suspended services

Payment Methods:

Electronic funds transfer (ACH/wire)
Credit card payments (processing fees may apply)
Online payment portals
Checks (must clear before work commences)

4.3 Billing Disputes

Dispute Process:

Written notice of disputed charges within 15 days of invoice receipt
Undisputed portions must be paid by due date
Parties shall negotiate disputed items in good faith
Resolution timeframe: 30 days from dispute notification

5. Term, Termination & Transition

5.1 Agreement Term

Initial Term:

Minimum term as specified in Service Agreement (typically 6-12 months)
Automatic renewal for successive terms unless notice provided
Notice period: 30-60 days prior to term expiration

Early Termination:

For Cause: Immediate termination for material breach
For Convenience: Permitted with termination fee and notice period
Mutual Agreement: Termination by written mutual consent

5.2 Termination Rights

Agency May Terminate:

Non-payment exceeding 30 days
Material breach of Agreement terms
Client insolvency or bankruptcy proceedings
Illegal or unethical Client requests
Repeated failure to provide necessary cooperation

Client May Terminate:

Agency material breach not cured within 30 days
Consistent failure to meet performance guarantees
Ethical violations or professional misconduct
Changes in Agency ownership affecting service quality

5.3 Transition Obligations

Post-Termination:

Knowledge Transfer: Up to 30 days of transition support
Asset Delivery: Transfer of owned deliverables and materials
Account Access: Assistance with account migration
Final Reporting: Comprehensive performance analysis

Survival Clauses:

Payment obligations for services rendered
Confidentiality and intellectual property provisions
Limitation of liability and indemnification terms
Dispute resolution mechanisms

6. Confidentiality & Data Protection

6.1 Confidential Information

Definition:

Business plans, financial information, customer data
Marketing strategies, proprietary methodologies
Technical information, trade secrets, know-how
Any information marked confidential or reasonably understood as confidential

Obligations:

Maintain confidentiality using reasonable care (at least industry standard)
Use confidential information only for Agreement purposes
Disclose only to employees/contractors with need-to-know
Return or destroy confidential information upon termination

Exclusions:

Publicly available information
Independently developed information
Rightfully received from third parties
Required by law or court order (with prior notice)

6.2 Data Protection Compliance

Regulatory Framework:

GDPR, CCPA, and other applicable privacy regulations
Industry-specific compliance requirements
Data processing agreements as required
Cross-border data transfer mechanisms

Security Standards:

Industry-standard technical and organizational measures
Regular security assessments and updates
Employee training on data protection
Incident response and breach notification procedures

Client Data:

Agency acts as data processor for Client data
Processing instructions documented in Data Processing Addendum
Sub-processor notifications and approvals
Data subject request assistance

7. Representations & Warranties

7.1 Mutual Warranties

Both Parties Warrant:

Authority to enter into Agreement and perform obligations
Compliance with applicable laws and regulations
Performance by qualified personnel with necessary skills
No pending litigation affecting ability to perform

7.2 Agency-Specific Warranties

Services Warranty:

Services performed consistent with industry standards
Deliverables free from material defects for 30 days
Reasonable efforts to achieve performance objectives
Timely notification of issues affecting service delivery

Limitations:

No guarantee of specific results or outcomes
Performance subject to market conditions and Client cooperation
Exclusions for third-party platform changes
Modifications required for legal or regulatory changes

7.3 Disclaimer of Additional Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability & Indemnification

8.1 Liability Limitations

Financial Caps:

Total liability limited to fees paid by Client for affected services
No liability for indirect, incidental, consequential, or punitive damages
No liability for lost profits, revenue, data, or business opportunities
Exclusions for gross negligence, willful misconduct, or illegal acts

Risk Allocation:

Client assumes risk for business decisions based on Agency advice
Market conditions and competitive factors beyond Agency control
Third-party platform changes and algorithm updates
Client website technical issues and infrastructure limitations

8.2 Indemnification Obligations

Client Indemnification: Client shall indemnify Agency against claims arising from:

Client-provided content infringement
Client non-compliance with laws or regulations
Client breach of Agreement terms
Client products, services, or business practices

Agency Indemnification: Agency shall indemnify Client against claims arising from:

Agency-created content infringement (excluding Client-provided materials)
Agency breach of Agreement terms
Agency gross negligence or willful misconduct

Indemnification Process:

Prompt notice of claim
Control of defense by indemnifying party
Reasonable cooperation from indemnified party
No settlement admitting fault without consent

9. Dispute Resolution

9.1 Negotiation & Mediation

Informal Resolution:

Written notice of dispute to designated representatives
Good faith negotiations for 30 days
Escalation to senior management if unresolved
Documentation of resolution attempts

Formal Mediation:

Required before litigation for disputes over $10,000
Selection of mutually agreeable mediator
Shared mediation costs
60-day mediation period

9.2 Arbitration

Binding Arbitration:

Administered by American Arbitration Association
Location: [City, State]
Rules: Commercial Arbitration Rules
Arbitrator selection per AAA procedures
Award enforceable in any competent court

Exceptions:

Intellectual property infringement claims
Emergency injunctive relief
Small claims court eligible disputes

9.3 Governing Law & Venue

Legal Framework:

Governing Law: Laws of [State], excluding conflict rules
Jurisdiction: Courts of [County, State]
Venue: [City, County, State]
Language: English for all proceedings

10. Force Majeure

10.1 Definition

Force Majeure Events:

Natural disasters, acts of God
Government actions, regulations, or orders
War, terrorism, civil unrest
Pandemic, epidemic, public health emergencies
Major internet or platform outages
Labor disputes affecting critical services

10.2 Obligations

Impacted Party Shall:

Notify other party within 48 hours
Make reasonable efforts to mitigate impact
Resume performance when reasonably possible
Document force majeure event and impact

Consequences:

Suspension of affected obligations
Extension of timelines as reasonable
No liability for delay or non-performance
Termination rights if event continues 60+ days

11. General Provisions

11.1 Relationship of Parties

Independent contractor relationship only
No agency, partnership, or joint venture created
Each party responsible for its own taxes and benefits
No authority to bind other party

11.2 Assignment & Subcontracting

Assignment Restrictions:

Neither party may assign Agreement without consent
Exception: Assignment to affiliate or successor entity
Notice required for permitted assignments
Agreement binding on permitted successors

Subcontracting:

Agency may subcontract with notice to Client
Agency remains responsible for subcontractor performance
Confidentiality obligations extend to subcontractors
Key personnel changes require Client notification

11.3 Notices

Formal Notices:

In writing, delivered personally, by courier, or certified mail
Email acceptable for routine communications
Addresses as specified in Service Agreement
Deemed received: personal delivery, courier delivery, 3 days after mailing

11.4 Severability & Waiver

Severability:

Invalid provisions severed without affecting remainder
Parties shall negotiate replacement provision
Intent and purpose of Agreement preserved

Waiver:

Waiver of breach not waiver of subsequent breaches
Waivers must be in writing
No course of dealing establishes waiver

11.5 Entire Agreement

Complete Terms:

This Agreement with incorporated documents constitutes entire agreement
Supersedes all prior discussions and agreements
Amendments only in writing signed by both parties
Order of precedence: Service Agreement, SOW, these Terms

11.6 Digital Signatures

Electronic Execution:

Digital signatures legally binding
Electronic records acceptable
PDF, DocuSign, and similar platforms valid
Parties consent to electronic transactions

12. Service-Specific Terms

12.1 SEO Services

Performance Realities:

SEO results require 3-6 months typically
Google algorithm changes may impact results
Competitive landscape affects achievement timelines
Technical website issues may delay progress

Client Requirements:

Website technical compliance with SEO recommendations
Content creation and publication per schedule
Link building outreach participation
Regular website updates and maintenance

12.2 PPC Advertising

Budget Management:

Client responsible for advertising platform payments
Agency fees separate from ad spend
Budget recommendations based on market conditions
Performance fluctuations normal, especially initially

Platform Policies:

Subject to Google, Facebook, etc. terms of service
Account suspension risks for policy violations
Regular policy compliance monitoring required
Appeal assistance for wrongful suspensions

12.3 Social Media Management

Community Guidelines:

Platform-specific content restrictions apply
Response time commitments based on package
Crisis management protocols for negative situations
Influencer collaboration disclosure requirements

Content Approvals:

Approval timelines critical for timely posting
Client responsible for compliance with industry regulations
Archive of all published content maintained
Performance analytics regularly reviewed

12.4 Website Development

Development Process:

Phased delivery with client approvals at each stage
Browser compatibility as specified in SOW
Mobile responsiveness standards per current best practices
Post-launch support and warranty period

Hosting & Maintenance:

Hosting recommendations provided
Security updates and backups as specified
Content management system training available
Ongoing maintenance options offered

13. Acceptance & Acknowledgement

13.1 Client Acknowledgement

By engaging 7t1.studio services, Client acknowledges:

Understanding of Digital Marketing:

Results not guaranteed and subject to market variables
Algorithm changes may impact campaign performance
Competitive actions may affect outcome achievement
Realistic timelines for different marketing channels

Agency Limitations:

Cannot control third-party platforms or search engines
Dependent on Client cooperation and timely approvals
Subject to Client website technical capabilities
Market research based on available data sources

13.2 Ongoing Review

Agreement Review:

Annual review of Terms recommended
Updates for legal or regulatory changes
Notification of material modifications
Continued service constitutes acceptance of updates

Service Evaluation:

Regular performance reviews scheduled
Opportunity for service adjustments
Clear escalation path for concerns
Mutual commitment to successful partnership

These Terms of Service establish the framework for our professional relationship. We recommend reviewing this document carefully and consulting with legal counsel as appropriate. By proceeding with our services, you confirm your understanding and acceptance of these terms.

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