TERMS & CONDITIONS

EFFECTIVE DATE: 01/01/2025

1. Scope of Services

These terms and conditions cover services provided by UNHOOKED (BARKER BROTHERS LLC). We plan, launch, and improve performance marketing, AI agents and automations, and creative branding, design & media. Deliverables, schedules, and assumptions appear in your proposal and invoice. If anything conflicts, the proposal controls for scope and pricing.

2. Term and Timeline

The standard term is 12 months, billed monthly. We aim to go live in about 3 weeks from kickoff, subject to access and approvals. Schedules may shift if inputs arrive late or change mid-build.

3. Client Responsibilities

Provide access, product truth, approvals, and budgets. Keep tracking live, DNS/hosting stable, and ad accounts funded. Assign a decision-maker and reply within agreed windows so momentum continues.

4. Fees and Payments

Invoices: issued monthly in advance; due on receipt unless stated otherwise.
Stripe checkout: pay with major credit/debit cards via Stripe’s secure checkout. Where available, Apple Pay and Google Pay appear as options.
Wire/ACH: accepted; instructions are on the invoice. Include the invoice number in the memo.
Autopay: we may enable recurring billing through Stripe at your request.
Late payment: we may suspend work and campaigns until payment clears.
Taxes and third-party costs: you cover applicable taxes, media spend, and third-party tools.

5. No Refunds

All fees are non-refundable once charged, including if you terminate early or pause work. Media spend, platform fees, and software costs are also non-refundable. We price for speed, senior attention, and weekly iteration. Your practical protection is our 90-Day Guarantee.

6. 90-Day Guarantee (Risk Reversal)

If we miss the leading indicators we agree on in the first 90 days—such as qualified meetings or sales-ready conversations at the volumes we plan—we work at no additional fee until we hit them or credit your next month.
Conditions: you maintain budgets, keep tracking working, respond to approvals, and avoid scope resets. Platform outages or force majeure pause the clock. This is your exclusive remedy related to early performance.

7. Revisions and Changes

We iterate weekly. Reasonable improvements are included within scope. Large changes to offers, product lines, or platforms require a simple change order that may affect cost and timing.

8. Confidentiality and NDA

We keep your non-public information confidential and use it only to deliver services. On request, we will sign a mutual NDA. We apply least-privilege access and remove accounts at project end.

9. Intellectual Property and Ownership

During the term: you have a license to use deliverables for your business.
Assignment at month 12: upon full payment, we assign ownership of deliverables listed in your proposal (pages, creatives, design files, agent scripts, knowledge bases, configurations).
Third-party materials: stock, fonts, code, or models are used under their own licenses. You may need your own licenses after handoff.
Early assignment: available via a buy-out fee [TBD] if required.

10. Credits, Attribution, and Portfolio

We will not publish your name, marks, or samples without your written permission. If you opt in, we may display your logo and anonymized outcomes in our portfolio. You can revoke permission with 10 business days’ notice.

11. Compliance and Acceptable Use

You are responsible for lawful products, claims, and targeting. We follow ad-platform rules for Google, Meta, and others. We may decline or pause campaigns that appear non-compliant or high-risk.

12. Data and Privacy

We handle data under our Privacy Policy and any signed Data Processing Addendum (DPA). When we process your customer data, we act as a processor under your instructions.

13. Security and Access

We protect systems with encryption in transit, role-based access, and periodic reviews. You control admin rights for your properties. Provide dedicated user accounts where possible.

14. Warranties

We provide services using reasonable skill and care. Except as stated, we disclaim other warranties, including fitness for a particular purpose. Outcomes depend on markets, platforms, and buyer behavior.

15. Limitation of Liability

To the fullest extent allowed by law, we are not liable for indirect or special damages. Direct damages, if any, are limited to fees paid in the three months before the claim. These limits do not apply to willful misconduct or where the law forbids limits.

16. Indemnity

You will indemnify and hold us harmless against claims arising from your products, content, targeting, or misuse of services, including regulatory or IP disputes.

17. Force Majeure

Neither party is liable for delays caused by events outside reasonable control, including outages, platform changes, laws, disasters, or labor issues. Timelines extend by the period affected.

18. Termination

Either party may terminate for material breach if not cured within 15 days of written notice. Early termination does not entitle you to refunds. All unpaid invoices become due. Sections on confidentiality, IP, payments, limits, and dispute terms survive.

19. Governing Law and Dispute Resolution

[TBD] Insert governing law, venue, and dispute method (for example, state courts or arbitration). We recommend a quick path: working session, leadership call, then formal steps only if needed.

20. Notices

Send legal notices to: UNHOOKED, 1230 Rosecrans Ave, Suite 300-9023, Manhattan Beach, CA 90266 and support@unhooked.ai. Notices are effective upon confirmed receipt.

21. Changes to Terms

We may update these terms. We will post the new effective date. Material changes apply prospectively unless agreed otherwise.

22. Entire Agreement

These Terms, your proposal, and any NDAs or DPAs form the entire agreement and replace prior discussions. If terms conflict, the proposal governs scope and pricing.