Terms of Use and Services Agreement

FORTY FIVE NORTH MEDIA LLC
Digital Marketing Services & Consulting Agency
Effective Date: April 28, 2026

PLEASE READ THESE TERMS OF USE AND SERVICES AGREEMENT ("Agreement") CAREFULLY BEFORE ENGAGING THE SERVICES OF FORTY FIVE NORTH MEDIA LLC ("Company," "we," "us," or "our"). By accessing our website, signing a service proposal, making a payment, or otherwise engaging our services, you ("Client" or "you") agree to be bound by this Agreement in its entirety. If you do not agree to these terms, you must not use or engage our services.

1. COMPANY OVERVIEW AND SCOPE OF SERVICES

Forty Five North Media LLC is a full-service digital marketing and consulting agency providing businesses with strategic and executional support across digital channels. Our services include, but are not limited to:

  • Digital Marketing Strategy & Consulting
  • Social Media Management & Advertising (Meta, Instagram, LinkedIn, TikTok, X/Twitter, etc.)
  • Search Engine Optimization (SEO) & Search Engine Marketing (SEM / Google Ads)
  • Content Creation, Copywriting & Brand Storytelling
  • Website Design, Development & Landing Page Optimization
  • Email Marketing Campaign Management
  • Paid Media Buying & Performance Advertising
  • Analytics, Reporting & Data-Driven Insights
  • Reputation Management & Online Brand Monitoring
  • Influencer Marketing Coordination
  • Video Production Coordination & Creative Direction
  • Business Consulting & Growth Strategy Sessions

The specific services rendered to the Client will be outlined in a mutually executed Statement of Work ("SOW"), service proposal, or client intake agreement (collectively, "Service Agreement"). In the event of a conflict between this Agreement and a Service Agreement, the Service Agreement shall control with respect to the specific services described therein.

2. CLIENT ELIGIBILITY AND ACCOUNT RESPONSIBILITIES

By entering into this Agreement, you represent and warrant that:

  • You are at least eighteen (18) years of age or the age of majority in your jurisdiction;
  • You have the legal authority to enter into this Agreement on behalf of yourself or the business entity you represent;
  • All information you provide to the Company is accurate, current, and complete;
  • You will promptly notify the Company of any changes to your account information or business circumstances that may affect service delivery;
  • You are solely responsible for maintaining the confidentiality of any login credentials, access tokens, or platform permissions shared with the Company.

3. FEES, PAYMENT TERMS, AND BILLING

3.1 Fees. All fees for services are set forth in the applicable Service Agreement. Fees are quoted in U.S. dollars and are subject to change upon thirty (30) days' written notice for ongoing retainer engagements.

3.2 Payment Schedule. Unless otherwise specified in the Service Agreement, invoices are due and payable within fifteen (15) calendar days of the invoice date. Retainer fees are billed in advance at the beginning of each service period.

3.3 Late Payments. Amounts not received by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. The Company reserves the right to suspend or terminate services for any account with an outstanding balance exceeding thirty (30) days past due.

3.4 Disputed Invoices. If the Client disputes any portion of an invoice in good faith, the Client must notify the Company in writing within ten (10) days of the invoice date. Undisputed amounts remain due and payable per the standard terms above.

3.5 Third-Party Ad Spend. Any advertising budget or media spend placed on behalf of the Client (e.g., Google Ads, Meta Ads, programmatic buys) is separate from and in addition to the Company's service fees unless explicitly bundled in the Service Agreement. The Company is not liable for ad spend consumed on Client-authorized campaigns.

3.6 Taxes. The Client is responsible for all applicable sales taxes, use taxes, or similar charges arising from the services rendered, except for taxes based on the Company's net income.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Work Product Ownership. Upon receipt of full payment for all fees and costs associated with a project, the Company assigns to the Client all right, title, and interest in the final deliverables specifically created for the Client under the applicable Service Agreement ("Work Product"), including applicable copyright interests.

4.2 Pre-Existing IP and Tools. Notwithstanding Section 4.1, the Company retains exclusive ownership of all pre-existing intellectual property, proprietary tools, templates, frameworks, methodologies, software, and know-how used in delivering the services ("Background IP"). The Client receives no license or rights to Background IP beyond its incorporation into final deliverables.

4.3 Client Content. The Client grants the Company a limited, non-exclusive, royalty-free license to use, reproduce, and adapt the Client's trademarks, logos, content, and materials solely as necessary to perform the services.

4.4 Portfolio Use. The Company reserves the right to reference the Client's name and display Work Product examples in the Company's portfolio, case studies, and marketing materials unless the Client provides written objection. Confidential performance data will not be disclosed without prior written consent.

5. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information (defined as any non-public, proprietary, or sensitive business information) from the other party in the course of the engagement. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information 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 without the disclosing party's prior written consent; and (c) use Confidential Information solely for the purposes of this Agreement. These obligations survive termination of this Agreement for a period of three (3) years.

6. CLIENT COOPERATION AND APPROVALS

The Client acknowledges that successful service delivery depends on timely cooperation, including providing access to platforms and accounts, supplying requested assets and information, reviewing and approving deliverables within agreed timelines, and designating an authorized point of contact for approvals. Delays caused by the Client's failure to cooperate may result in timeline extensions or additional fees. The Company shall not be held responsible for performance shortfalls attributable to lack of Client cooperation.

7. REPRESENTATIONS AND WARRANTIES

7.1 Company Warrants That:

  • Services will be performed in a professional and workmanlike manner consistent with industry standards;
  • The Company has the right and authority to enter into this Agreement;
  • Background IP used in the services does not, to the Company's knowledge, infringe any third-party intellectual property rights.

7.2 Client Warrants That:

  • All content, materials, and information provided by the Client for use in the services do not infringe any third-party intellectual property, privacy, or other rights;
  • The Client's products, services, and business practices comply with all applicable laws and regulations;
  • The Client has authority to grant all licenses contemplated under this Agreement.

8. DISCLAIMER OF WARRANTIES

Except as expressly set forth in section 7, the Company provides all services on an "as is" and "as available" basis. The Company makes no guarantees regarding specific marketing outcomes, search engine rankings, advertising performance, revenue increases, lead generation volumes, or social media growth. Digital marketing results are inherently variable and dependent on factors outside the Company's control, including third-party platform algorithm changes, market conditions, and competitor activity. The Company expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall the Company, its members, officers, employees, contractors, or agents be liable to the Client for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of data, loss of goodwill, or business interruption, arising out of or related to this Agreement or the services, even if advised of the possibility of such damages. In no event shall the Company's total cumulative liability to the Client exceed the total fees actually paid by the Client to the Company during the three (3) month period immediately preceding the claim or event giving rise to liability.

10. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Company and its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's breach of any representation, warranty, or obligation under this Agreement; (b) the Client's products, services, or business operations; (c) Client-provided content that infringes any third-party rights; or (d) the Client's violation of any applicable law or regulation.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the date first accepted by the Client and continues until all active Service Agreements have expired or been terminated.

11.2 Termination for Convenience. Either party may terminate an ongoing retainer engagement by providing thirty (30) days' prior written notice. Project-based engagements may only be terminated per the terms of the applicable Service Agreement.

11.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

11.4 Effect of Termination. Upon termination, the Client shall promptly pay all outstanding invoices for services rendered through the termination date. Work Product for which full payment has been received will be delivered to the Client. The Company will, upon written request, return or destroy Client Confidential Information.

12. INDEPENDENT CONTRACTOR RELATIONSHIP

The Company is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, franchise, or agency relationship between the parties. The Company has sole discretion over the means and methods by which services are performed, subject to meeting the deliverables and timelines agreed upon in the Service Agreement.

13. NON-SOLICITATION

During the term of any active Service Agreement and for a period of twelve (12) months thereafter, the Client agrees not to directly solicit, recruit, or hire any employee, contractor, or subcontractor of the Company who was involved in the delivery of services to the Client, without the Company's prior written consent.

14. DISPUTE RESOLUTION

14.1 Good Faith Negotiation. In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation for a period of thirty (30) days following written notice of the dispute.

14.2 Mediation. If negotiation fails, the parties agree to participate in non-binding mediation administered by a mutually agreed-upon mediator before pursuing formal legal proceedings.

14.3 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any legal proceedings shall be brought exclusively in the state or federal courts located in Brevard County, Florida.

14.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

15. PRIVACY AND DATA USE

The Company will handle any personal data provided by the Client or collected in the course of performing services in accordance with applicable privacy laws, including the Florida Digital Bill of Rights (where applicable) and any other relevant data protection regulations. The Company will not sell Client data or personal information to third parties. Data collected in connection with advertising campaigns will be processed in accordance with the respective platform's terms and privacy policies.

16. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet outages, platform-level service disruptions, or other force majeure events, provided the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

17. MODIFICATIONS TO THIS AGREEMENT

The Company reserves the right to update or modify this Agreement at any time. Material changes will be communicated to existing Clients via email or written notice at least thirty (30) days prior to taking effect. Continued use of or engagement with the Company's services following such notice constitutes acceptance of the updated Agreement.

18. GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement, together with any executed Service Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings.

18.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

18.4 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

18.5 Notices. All formal notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the contact information on file for each party.

18.6 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

19. ACCEPTANCE

By engaging Forty Five North Media LLC for services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement.

This document is for general informational and contractual purposes. Consult a licensed attorney before finalizing for binding use.

Last Updated: April 28, 2026