Terms of Service

1.1 Definitions. For purposes of these Terms, the following definitions shall apply:

• "Agreement" means these Terms of Service, together with any Statement of Work, proposal, quote, or service-specific agreement executed between the parties.

• "Client Content" means all materials, data, information, text, graphics, photographs, and other content provided by Client to Company.

• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential.

• "Deliverables" means the specific work product, materials, or services to be provided by Company as outlined in the Statement of Work.

• "Effective Date" means the date on which Client first accesses our services or executes an agreement with Company.

• "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, governmental actions, natural disasters, labor disputes, or technical failures.

• "Intellectual Property Rights" means all patents, trademarks, service marks, copyrights, trade secrets, and other proprietary rights.

• "Services" means all professional services provided by Company, including web design, web development, social media consulting, digital marketing, content creation, and related services.

• "Statement of Work" or "SOW" means a written document specifying the scope, timeline, deliverables, and fees for specific Services.

• "Work Product" means the final deliverables created specifically for Client pursuant to the Agreement, excluding preliminary works and Company's pre-existing materials.

1.2 Interpretation. In these Terms: (a) headings are for convenience only and shall not affect interpretation; (b) references to "including" shall mean "including without limitation"; (c) references to statutes include amendments and replacements; (d) the singular includes the plural and vice versa; (e) "person" includes individuals, corporations, partnerships, and other entities; (f) "writing" includes email and electronic communications.

2.1 Services Description. Echo Effect LLC provides professional digital services including, but not limited to: custom web design and development; responsive website creation; e-commerce solutions; content management system implementation; user interface and user experience (UI/UX) design; social media consulting and management; Meta Certified advertising services; digital marketing strategy; brand development; search engine optimization (SEO); content creation; graphic design; and related professional services.

2.2 Statement of Work. Each engagement shall be governed by a Statement of Work that specifies: (a) detailed scope of Services; (b) specific Deliverables; (c) project timeline and milestones; (d) fees and payment terms; (e) Client responsibilities; (f) acceptance criteria; and (g) any special terms applicable to the engagement.

2.3 Changes to Scope. Any changes to the scope of Services must be requested in writing and agreed upon by both parties through a written change order. Change orders may result in adjustments to fees, timelines, and Deliverables. Company reserves the right to decline requested changes that fall outside Company's expertise or would compromise quality standards.

2.4 Service Standards. Company shall perform all Services: (a) in a professional and workmanlike manner; (b) consistent with industry standards and best practices; (c) in compliance with applicable laws and regulations; (d) using qualified personnel with appropriate skills and experience; and (e) with reasonable care and diligence.

2.5 Exclusions. Unless expressly stated in a Statement of Work, Services do not include: ongoing hosting or maintenance beyond initial launch; content writing or copywriting; photography or videography; third-party software licenses, stock images, or fonts; domain registration or SSL certificates; ongoing SEO or marketing services; or extensive training beyond necessary handoff documentation.

3.1 Information and Materials. Client shall: (a) provide accurate, complete, and timely information reasonably requested by Company; (b) furnish all Client Content, brand assets, credentials, and materials necessary for Company to perform Services; (c) ensure all provided materials are properly licensed and do not infringe third-party rights; (d) respond to Company inquiries within reasonable timeframes; (e) designate an authorized representative with decision-making authority.

3.2 Access and Credentials. Client shall grant Company appropriate access to hosting accounts, domain registrars, content management systems, social media platforms, advertising accounts, analytics platforms, third-party integrations, and any other systems necessary for Service delivery. Client acknowledges that delays in providing access may impact project timelines and Company shall not be held liable for such delays.

3.3 Review and Approval. Client shall: (a) review Deliverables promptly upon submission; (b) provide consolidated, written feedback within the timeframes specified in the SOW; (c) ensure feedback comes from authorized decision-makers; (d) understand that approval of Deliverables constitutes acceptance; (e) recognize that failure to provide timely feedback may result in automatic approval or project delays.

3.4 Timely Payments. Client shall pay all invoices according to the payment terms specified, provide valid payment information, notify Company immediately of any billing disputes, and understand that Services may be suspended for non-payment. Client remains liable for all fees incurred regardless of payment status.

3.5 Legal Compliance. Client represents and warrants that: (a) Client has full authority to enter into this Agreement; (b) all Client Content complies with applicable laws and regulations; (c) Client's business and operations are lawful; (d) Client will not use Services for illegal purposes; (e) Client has obtained all necessary permissions, licenses, and consents for materials provided to Company.

3.6 Cooperation. Client acknowledges that successful project completion requires active cooperation and that failure to fulfill Client obligations may result in project delays, additional fees, or termination of Services at Company's discretion. Company shall not be liable for any damages or delays resulting from Client's failure to meet its obligations under this Agreement.

4.1 Fees. Client agrees to pay Company the fees specified in the Statement of Work or as otherwise agreed in writing. All fees are stated in United States Dollars (USD) unless expressly stated otherwise. Fees are based on the scope of Services outlined and do not include expenses, third-party costs, or applicable taxes unless specifically included. All quoted fees are valid for thirty (30) days from the date of quote unless otherwise specified.

4.2 Payment Schedule. Unless otherwise specified in the SOW: (a) project-based Services require a fifty percent (50%) non-refundable deposit upon execution of the SOW, with the remaining balance due upon project completion and before final Deliverables are released; (b) monthly retainer Services are due in advance on the first business day of each month; (c) hourly Services are billed monthly in arrears with detailed time records; (d) all invoices are payable within thirty (30) days of the invoice date via the payment methods specified by Company.

4.3 Late Payments and Collection. Past due payments shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted under Florida Statutes § 687.01, whichever is less, calculated from the due date until payment is received in full. Client shall be responsible for all costs of collection, including reasonable attorneys' fees, court costs, collection agency fees, and any other expenses incurred by Company in collecting past due amounts.

4.4 Suspension and Termination for Non-Payment. If Client's account becomes more than fifteen (15) days past due, Company reserves the right to, without liability: (a) suspend all Services until payment is received; (b) withhold all Deliverables and work product; (c) remove Client's website or content from Company-managed servers; (d) revoke access to any Company-provided systems or platforms; (e) terminate the Agreement; (f) pursue all available legal remedies.

4.5 Expenses and Reimbursements. Client shall reimburse Company for all reasonable, pre-approved, out-of-pocket expenses incurred in connection with Services, including but not limited to: third-party software licenses, premium plugins or extensions, stock photography or assets, font licenses, hosting fees, domain registrations, SSL certificates, API fees, and advertising spend. Company will provide receipts or invoices for all reimbursable expenses exceeding $100.

4.6 Taxes. All fees are exclusive of applicable federal, state, and local taxes, duties, tariffs, levies, withholdings, and similar assessments. Client is responsible for paying all Taxes associated with Services, excluding taxes based on Company's net income. If Company is required to pay or collect Taxes for which Client is responsible, Client shall reimburse Company for such Taxes.

4.7 Currency and Payment Methods. All payments shall be made in U.S. Dollars. Client is responsible for all bank fees, wire transfer fees, currency conversion fees, and other charges associated with payment. Payments made by credit card may be subject to processing fees. Company reserves the right to modify accepted payment methods at any time upon reasonable notice to Client.

5.1 Company Pre-Existing Materials. Company retains all right, title, and interest in and to: (a) all materials, tools, templates, methodologies, frameworks, code libraries, design systems, and intellectual property developed by Company prior to or independent of the Services; (b) all improvements, modifications, or derivatives of Company Materials; (c) all general knowledge, skills, experience, ideas, concepts, and know-how acquired or developed by Company during performance of Services.

5.2 Work Product Ownership. Subject to full payment of all fees and expenses, Company hereby assigns to Client all right, title, and interest in and to the final Work Product specifically created for Client pursuant to the SOW, excluding Company Materials and third-party components. "Work Product" means only the final, approved Deliverables in their final form.

5.3 License to Company Materials. Upon full payment, Company grants Client a non-exclusive, non-transferable, worldwide license to use Company Materials solely to the extent embedded in or necessary for use of the Work Product. This license does not permit Client to: (a) extract, isolate, or repurpose Company Materials for use in other projects; (b) modify or create derivative works; (c) sublicense, sell, or distribute Company Materials; (d) reverse engineer or decompile; (e) remove proprietary notices.

5.4 Third-Party Components. Work Product may incorporate third-party software, frameworks, libraries, plugins, fonts, or other components, which are governed by their respective license agreements. Client is responsible for compliance with all third-party licenses, including obtaining necessary licenses, paying applicable fees, and adhering to usage restrictions.

5.5 Client Content. Client retains all right, title, and interest in Client Content. Client grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Content solely to the extent necessary to provide Services. Client represents and warrants that: (a) Client owns or has obtained all necessary rights to Client Content; (b) Client Content does not infringe any third-party rights; (c) use of Client Content as contemplated will not violate any law.

5.6 Portfolio and Marketing Rights. Client grants Company a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and display Work Product for Company's portfolio, case studies, marketing materials, promotional purposes, and award submissions. This includes the right to: (a) display Work Product on Company's website; (b) describe the nature of Services provided; (c) identify Client as a client (unless Client requests anonymity in writing). Client may revoke this license by providing written notice.

5.7 Retention of Work Files. Company retains ownership of all preliminary designs, drafts, sketches, working files, source files, and other materials not constituting final Work Product. Company is under no obligation to provide such materials. If Client requests working files, Company may provide them at its sole discretion for an additional fee, provided "as-is" without warranty or support.

5.8 Reservation of Rights. All rights not expressly granted to Client under this Agreement are reserved by Company. Client acknowledges that Company may provide similar services to other clients, including competitors, and that Company is not precluded from developing materials similar to or competitive with Work Product.

6.1 Confidential Information. During the term of this Agreement, each party may disclose Confidential Information to the other party. "Confidential Information" includes all non-public business, technical, and financial information disclosed by one party to the other, whether orally, in writing, or by inspection, including: trade secrets; business plans and strategies; customer lists and data; financial information; technical data; source code; designs; product plans; marketing strategies; pricing information; and any other information designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations; (c) not use Confidential Information for any purpose other than performing its obligations under this Agreement; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is rightfully received from a third party without breach of confidentiality; (e) is required to be disclosed by law, provided that the Receiving Party provides prompt notice and cooperates in seeking a protective order.

6.4 Term of Confidentiality. The obligations set forth in this Section shall survive termination of this Agreement and continue for a period of five (5) years from the date of termination, except that obligations with respect to Confidential Information constituting trade secrets shall continue for so long as such information remains a trade secret under applicable law.

6.5 Data Protection and Privacy. To the extent Company processes any personal data on behalf of Client, Company shall: (a) process personal data only in accordance with Client's documented instructions and applicable privacy laws; (b) implement appropriate technical and organizational measures to protect personal data; (c) ensure that persons authorized to process personal data are subject to confidentiality obligations; (d) assist Client in responding to requests from data subjects; (e) notify Client without undue delay of any personal data breach.

6.6 Return or Destruction. Upon termination or upon request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, and derivatives, and certify in writing that it has done so. The Receiving Party may retain Confidential Information: (i) to the extent required by law; (ii) in archived computer systems pursuant to standard backup procedures, provided such information remains subject to confidentiality obligations; (iii) as necessary to enforce its rights.

7.1 Mutual Representations. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) execution and performance does not violate any other agreement; (c) it will comply with all applicable laws and regulations; (d) all information provided is accurate, complete, and not misleading.

7.2 Company Warranties. Company warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Company has the necessary skills, qualifications, and resources to perform Services; (c) to Company's knowledge, Work Product will not infringe any third-party Intellectual Property Rights; (d) Company will use commercially reasonable efforts to meet agreed-upon deadlines and specifications. This warranty shall be valid for thirty (30) days following delivery of Work Product. Client's exclusive remedy for breach of this warranty is re-performance of non-conforming Services at no additional charge.

7.3 Client Warranties. Client represents and warrants that: (a) Client owns or has obtained all necessary rights, licenses, and permissions for all Client Content; (b) Client Content does not and will not infringe or violate any third-party right; (c) Client Content complies with all applicable laws, rules, and regulations; (d) Client has full authority to grant the rights and licenses granted to Company; (e) Client's use of Work Product and Services will comply with all applicable laws.

7.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES OR WORK PRODUCT. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT: (A) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) WORK PRODUCT WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (D) WORK PRODUCT WILL BE COMPATIBLE WITH ALL HARDWARE, SOFTWARE, OR SYSTEMS; (E) RESULTS FROM USE OF WORK PRODUCT WILL BE ACCURATE, RELIABLE, OR ACHIEVE ANY PARTICULAR OUTCOME.

7.5 Third-Party Services and Products. Company may recommend or integrate third-party products, services, software, or platforms. Company makes no representations or warranties regarding Third-Party Services and expressly disclaims all liability related thereto. Client's use of Third-Party Services is governed by the applicable third-party terms and conditions. Company is not responsible for any changes, discontinuation, or failures of Third-Party Services.

7.6 No Guarantee of Results. Company makes no guarantee regarding: (a) website traffic, search engine rankings, or SEO results; (b) social media engagement, follower growth, or reach; (c) advertising campaign performance or return on investment; (d) conversion rates or sales results; (e) any other business outcomes or metrics. Client acknowledges that results depend on numerous factors outside Company's control, including market conditions, competition, Client's products or services, pricing, and Client's own efforts.

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN THE CASE OF ONGOING MONTHLY SERVICES, LIABILITY SHALL BE LIMITED TO FEES PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR: LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; LOSS OF DATA OR INFORMATION; LOSS OF BUSINESS OPPORTUNITY OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES OR TECHNOLOGY; OR ANY OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

8.3 Basis of the Bargain. Client acknowledges and agrees that the limitations of liability set forth in this Section are fundamental elements of the basis of the bargain between Company and Client, and that Company would not provide Services or enter into this Agreement without such limitations. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

8.4 Exceptions. The limitations of liability in this Section shall not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) either party's gross negligence, willful misconduct, or fraud; (d) Client's payment obligations; (e) damages arising from infringement of Intellectual Property Rights; (f) matters for which liability cannot be limited under applicable law.

8.5 Client Indemnification. Client shall indemnify, defend, and hold harmless Company, its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) Client's use or misuse of Services or Work Product; (b) Client's breach of this Agreement or violation of applicable laws; (c) Client Content, including any claim that Client Content infringes or violates any third-party right; (d) any claim that Client's products, services, or business operations violate any law or third-party right; (e) any dispute between Client and its customers, users, or third parties; (f) gross negligence, willful misconduct, or fraud by Client.

8.6 Company Indemnification. Company shall indemnify, defend, and hold harmless Client from and against any third-party claims that Work Product created solely by Company (excluding Client Content and Third-Party Components) infringes or violates any third-party intellectual property right, provided that: (a) Client promptly notifies Company in writing of the claim; (b) Company has sole control of the defense and settlement; (c) Client provides reasonable cooperation. Company's obligations do not apply to claims arising from: (i) Client's modification of Work Product; (ii) Client's combination of Work Product with other materials; (iii) Client Content or Third-Party Components; (iv) Client's continued use after being notified of infringing nature and provided with non-infringing alternatives.

8.7 Indemnification Procedures. The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing; (b) cooperate with the indemnifying party in the defense at the indemnifying party's expense; (c) allow the indemnifying party sole control over the defense and settlement, provided that the indemnifying party shall not enter into any settlement that imposes any obligation on the party seeking indemnification without prior written consent.

9.1 Term. This Agreement commences on the Effective Date and continues until: (a) completion of all Services under the applicable Statement of Work for project-based engagements; (b) termination in accordance with this Section for ongoing Services; or (c) mutual written agreement of the parties to terminate.

9.2 Termination for Convenience. Either party may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days' prior written notice. Upon such termination: (a) Client shall pay for all Services performed and expenses incurred through the effective date; (b) if termination occurs during a project, Client shall pay for all work completed and in progress, calculated on a pro-rata basis; (c) any deposits or advance payments are non-refundable; (d) Company shall deliver to Client all completed Work Product and may deliver work-in-progress in its current state; (e) Company shall have no further obligation to complete any unfinished work.

9.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or becomes subject to any insolvency proceeding; (c) ceases to do business in the normal course; (d) engages in fraud, gross negligence, or willful misconduct related to this Agreement.

9.4 Termination for Non-Payment. Company may terminate this Agreement immediately upon written notice if Client: (a) fails to pay any undisputed invoice within fifteen (15) days of the due date; (b) disputes invoices in bad faith; (c) repeatedly fails to make timely payments. Upon termination for non-payment, all outstanding amounts become immediately due and payable, including any finance charges and collection costs.

9.5 Effect of Termination. Upon termination for any reason: (a) all amounts owed to Company become immediately due and payable; (b) Client shall immediately cease all use of Company Materials except as licensed; (c) Company may cease all Services and withhold all Deliverables until full payment is received; (d) each party shall return or destroy all Confidential Information; (e) licenses granted to Client may be revoked if termination is due to Client's material breach or non-payment; (f) neither party shall have any further obligations except as expressly provided or as necessary to enforce rights accrued prior to termination.

9.6 No Refunds. Except as expressly provided in a Statement of Work, all fees paid are non-refundable. Upon termination, Company is not obligated to refund any portion of deposits, advance payments, or fees for Services already performed. This no-refund policy applies regardless of the reason for termination, including termination by Client for convenience.

9.7 Survival. The following provisions shall survive termination or expiration: Section 4 (Payment Terms) for all amounts accrued prior to termination; Section 5 (Intellectual Property Rights); Section 6 (Confidentiality); Section 7 (Warranties and Disclaimers); Section 8 (Limitation of Liability and Indemnification); Section 9.5 and 9.6 (Effect of Termination and No Refunds); Section 10 (Dispute Resolution); and any other provision that by its nature is intended to survive.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

10.2 Jurisdiction and Venue. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Florida for any legal action or proceeding arising out of or relating to this Agreement. Each party waives any objection to jurisdiction or venue in such courts and agrees not to assert any defense based on lack of jurisdiction, improper venue, or forum non conveniens. Each party hereby waives any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement.

10.3 Informal Dispute Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate negotiations by providing written notice describing the dispute. Within fifteen (15) days, representatives of each party with authority to settle shall meet to attempt to resolve the dispute. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed with formal dispute resolution.

10.4 Mediation. If informal negotiations fail, the parties agree to participate in mediation before a mutually agreed-upon mediator in Florida. The parties shall share equally the costs of mediation. The mediation shall be conducted in accordance with the Commercial Mediation Procedures of the American Arbitration Association or such other procedures as the parties may agree. All discussions during mediation shall be confidential and inadmissible in any subsequent proceeding. If the parties fail to agree on a mediator within fourteen (14) days, either party may request appointment by the American Arbitration Association.

10.5 Litigation. If the dispute is not resolved through mediation within sixty (60) days, either party may commence a lawsuit in accordance with Section 10.2. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court at any time as necessary to protect its rights, including protection of Intellectual Property Rights or Confidential Information, without first engaging in informal dispute resolution or mediation.

10.6 Attorneys' Fees. In any legal action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of investigation, and court costs from the non-prevailing party, in addition to any other relief. For purposes of this provision, "prevailing party" means the party that obtains substantially the relief sought, whether by judgment, settlement, or otherwise.

10.7 Equitable Relief. Client acknowledges that breach of Sections 5 (Intellectual Property Rights) or 6 (Confidentiality) may cause Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Company shall be entitled to seek injunctive relief, specific performance, or other equitable remedies for any actual or threatened breach, without the necessity of proving actual damages or posting a bond, in addition to any other remedies available.

11.1 Independent Contractor Relationship. Company is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement creates any employment, agency, partnership, or joint venture relationship. Company has no authority to bind Client or make commitments on Client's behalf. Company shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations, including workers' compensation insurance, unemployment insurance, and any other insurance or benefits for Company and its personnel.

11.2 Force Majeure. Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to circumstances beyond its reasonable control, including: acts of God; natural disasters; war, terrorism, or civil unrest; government actions or regulations; labor disputes or strikes; epidemics or pandemics; utility failures; Internet or telecommunications failures; cyber attacks; fire, flood, or severe weather; or failures of third-party hosting, software, or services. The affected party shall: (a) promptly notify the other party; (b) use commercially reasonable efforts to resume performance; (c) keep the other party reasonably informed. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Statement of Work, and Client shall pay for all Services performed prior to termination.

11.3 Entire Agreement and Amendments. This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, and proposals. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both parties. No terms or conditions stated in any Client purchase order, vendor agreement, or other Client document shall apply unless expressly accepted by Company in writing.

11.4 Modifications to Terms. Company reserves the right to modify these Terms at any time by posting the modified Terms on Company's website and/or by sending notice to Client via email. Material changes will be communicated to active Clients at least thirty (30) days prior to the effective date. Client's continued use of Services after the effective date constitutes acceptance of modifications. If Client does not agree, Client's sole remedy is to terminate this Agreement in accordance with Section 9.2.

11.5 Assignment. Client may not assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement without Company's prior written consent, and any attempted assignment without such consent shall be null and void. Company may assign this Agreement: (a) to any affiliate or subsidiary; (b) in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all assets; (c) to any successor entity; provided that any such assignee agrees to assume Company's obligations. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. If any invalid provision would be valid if some part were deleted, the provision shall apply with the minimum modification necessary to make it valid and enforceable.

11.7 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No waiver of any breach or default shall constitute a waiver of any other breach or default. Company's failure to enforce any right or provision shall not constitute a waiver unless acknowledged and agreed to in writing by Company.

11.8 Notices. All notices, requests, consents, and other communications shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after being sent by nationally recognized overnight courier service; (c) three (3) business days after being sent by registered or certified mail, return receipt requested; or (d) upon confirmed receipt if sent by email. Notices to Company shall be sent to support@echoeffect.net. Client shall keep Company informed of its current email address and mailing address.

11.9 Counterparts and Electronic Signatures. This Agreement and any Statements of Work may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and electronically-signed agreements shall have the same legal effect as original signatures. Facsimile signatures and signatures transmitted by PDF or other electronic means shall be deemed original signatures for all purposes.

11.10 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Export Compliance. Client agrees to comply with all applicable export and import laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. Client shall not export, re-export, or transfer any Work Product or technical data, directly or indirectly, to any country, entity, or person prohibited under such laws or regulations.

11.12 Publicity and Press Releases. Neither party shall issue any press release or public announcement concerning this Agreement or use the other party's name, trademarks, or logos in marketing materials without the prior written consent of the other party, except that Company may identify Client as a client and display Work Product as provided in Section 5.6.

11.13 Language. This Agreement has been prepared in the English language, and the English language version shall control in all respects. Any translation into any other language is for convenience only, and no such translation shall be binding upon the parties.

11.14 Contact Information. For questions regarding these Terms of Service or any other matters under this Agreement, please contact Echo Effect LLC at:

Echo Effect LLC

Email: RyanVerWey@EchoEffect.net

Phone: (813) 380-5594

Website: https://www.echoeffect.net