Understanding Our Terms and Conditions: Your Guide to Compliance

BUILT-RIGHT DIGITAL LLC

Terms & Conditions of Service

These Terms and Conditions, together with a signed quote (collectively, the “Agreement”), govern the terms under which Built-Right Digital LLC (“BRD”) shall provide digital marketing, website, and related services for the client identified in the signed quote (“Client”). In the event of a conflict between these Terms and Conditions and the signed quote, the signed quote shall control.

1. Services

BRD shall provide the services described in the signed quote (the “Services”).

2. Term

This Agreement shall commence on the effective date indicated by the signed quote and shall remain in effect until terminated in accordance with Section 13 below. The initial minimum term shall be as specified on the signed quote (the “Initial Term”). If the quote does not specify a minimum initial term, the following defaults apply: six (6) months for SEO and website maintenance services, and three (3) months for paid advertising services (Google Ads, Meta Ads, LSA, etc.).

3. Fees and Payment

3.1 Billing Cycle and Due Date. Fees for services are billed in advance. The initial onboarding fee (if applicable) and the first monthly retainer payment are due and payable on the date the Agreement is signed (the “Effective Date”). Subsequently, Client will be billed monthly on the anniversary of the Effective Date for services to be rendered during the following month. Payment is due upon receipt of the invoice. Client authorizes BRD to automatically charge the payment method on file on the billing date.

3.2 Delinquency and Collections

Payment is due upon receipt. In the event of non-payment, the following terms apply:

• Suspension: At fifteen (15) days past due, BRD reserves the right to suspend all services, including website hosting and active campaign management, until the account balance is brought current.
• Ad Account Management: Upon suspension, BRD will pause all managed third-party advertising campaigns (e.g., Google Ads, Meta) to mitigate further financial exposure. Campaigns will only remain active if the Client provides explicit written authorization, under which the Client assumes full liability for all resulting third-party ad spend and performance.
• Acceleration of Fees: If the Client ceases payment, abandons the account, or terminates this Agreement without providing the requisite 30-day written notice, the entire remaining balance of the current contract term shall be accelerated and become immediately due and payable.
• Collections: Any account with a balance remaining unpaid after ninety (90) days from the original invoice date will be referred to a third-party collections agency. The Client shall be responsible for all costs of collection, including, but not limited to, third-party collection fees, reasonable attorneys’ fees, and court costs.

3.3 Interest on Late Payments. Any balance remaining unpaid for more than thirty (30) days may accrue interest at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by the laws of the State of Wyoming, whichever is lower.

3.4 Price Protection and Adjustments. 

• During Term: The monthly retainer fee specified in the signed quote will not increase during the Initial Term of the contract.
• Post-Term/Month-to-Month: Following the expiration of the Initial Term, if the Agreement transitions to a month-to-month basis, BRD may adjust its fees upon sixty (60) days’ written notice. If Client does not agree to the adjusted fees, Client may terminate the Agreement by providing thirty (30) days’ advance written notice prior to the effective date of the increase.

3.5 Taxes. Fees quoted do not include applicable sales, use, or other government-imposed taxes. Client is responsible for all such taxes related to the services provided.

3.6 Credit Card Processing Fees. If Client pays BRD via credit card, BRD may pass through any third-party credit card processing fees incurred.

4. Client Cooperation

Client agrees to comply with all reasonable requests of BRD and shall provide BRD’s personnel with timely access to all documents, credentials, accounts, and facilities reasonably necessary for the performance of the Services. If BRD is unable to perform the Services, in whole or in part, due to Client’s delay in providing requested information, credentials, or approvals, BRD shall not be liable for any resulting delays or underperformance, and Client shall remain liable for the full cost of the Services during such delay period. BRD shall not be liable for errors, delays, or underperformance in Client’s accounts to the extent caused by Client’s own actions, inactions, or failure to provide accurate information.

5. Ownership of Advertising Accounts and Digital Assets

5.1 Client-Owned Accounts. Client shall retain ownership of all advertising and analytics accounts created on Client’s behalf, including but not limited to: Google Ads accounts, Google Local Services Ads (LSA) accounts, Meta (Facebook/Instagram) Ads accounts, Google Analytics accounts, Google Business Profile, and any other third-party platform accounts. BRD shall be granted manager or administrative access to these accounts solely for the purpose of performing the Services. Upon termination of this Agreement, provided Client is current on all payment obligations, BRD shall remove itself from Client’s accounts and transfer any remaining administrative access to Client within fifteen (15) business days of the effective termination date.

5.2 Access During Non-Payment. If Client has an outstanding balance more than thirty (30) days past due, BRD reserves the right to pause active management of all advertising accounts and Services until the balance is resolved. BRD shall not delete, remove, or withhold Client’s account access as leverage for unpaid fees; however, BRD is under no obligation to continue performing Services during a period of non-payment.

6. Ownership of Website

6.1 Website Paid in Full Upfront. If Client pays the full website development cost upfront as specified in the signed quote, Client shall own the website (including all custom design, content, and code created specifically for Client) upon completion and final payment. BRD shall retain ownership of any proprietary frameworks, templates, tools, or pre-existing intellectual property used in the creation of the website, and grants Client a perpetual, non-exclusive license to use such elements as part of the delivered website.

6.2 Website Cost Amortized Over Contract Term. If Client elects to amortize (spread) the website development cost over the contract term as specified in the signed quote, BRD retains ownership of the website until Client has paid the full amortized amount. If Client terminates this Agreement before the amortization period is complete, Client must pay the remaining balance of the website development cost in order to receive ownership of the website. Upon payment of the full amortized amount, ownership shall transfer to Client under the same terms as Section 6.1.

6.3 Domain Name. Client shall retain ownership of its domain name(s) at all times, regardless of payment status or termination.

6.4 Website Takedown. If Client no longer wishes to maintain its website upon termination, BRD will take down the website and cancel associated hosting at no additional charge.

7. Intellectual Property and Work Product

7.1 Client Content. All content, trademarks, logos, images, and copy provided by Client to BRD remain the sole property of Client.

7.2 BRD Pre-Existing IP. All intellectual property rights in BRD’s pre-existing works, proprietary tools, templates, frameworks, and methodologies are and shall remain the sole property of BRD. Client is granted a non-exclusive, non-transferable license to use such elements solely as incorporated into the deliverables created for Client under this Agreement.

7.3 Custom Deliverables. Subject to Client’s fulfillment of all payment obligations, custom deliverables (such as ad copy, landing page content, graphics created specifically for Client, and campaign strategies) shall be considered the property of Client upon payment in full. BRD retains the right to use anonymized or aggregated data and general know-how gained during the engagement for its own business purposes.

8. Responsibility for Advertisements

Client represents and warrants that it is fully authorized to deliver, and authorizes BRD to deliver on its behalf, all advertising content (including text, graphics, URLs, and linked destinations), and that all such content complies with applicable laws and regulations. If an agency is entering into this Agreement on behalf of a Client, the agency represents and warrants that it is the authorized agent of Client. It is the responsibility of Client to inform BRD of any removed or relocated web content that may adversely affect the advertisements’ ability to deliver appropriate content. BRD shall not be liable for any clicks delivered to removed or relocated web content (such as those resulting in an HTTP 404 error).

9. Confidentiality

Both parties agree to keep the terms of this Agreement and all non-public information pertaining to the other party’s business strictly confidential. This includes, but is not limited to, technical, financial, customer, personnel, pricing, and strategic information. Disclosure to attorneys, accountants, or tax advisors is permitted provided reasonable steps are taken to maintain confidentiality. Either party shall notify the other promptly if disclosure is requested or required by law. Neither party shall issue press releases or public announcements pertaining to this Agreement without the other party’s prior written approval.

10. Indemnification

10.1 By Client. Client agrees to indemnify, defend, and hold harmless BRD and its officers, members, directors, and employees from and against any liabilities, damages, costs, expenses, claims, fines, or losses (including reasonable attorneys’ fees) arising from: (a) the fault or negligence of Client, its agents, or employees; (b) Client-supplied materials, including any liability arising from copyright, privacy, or antitrust claims; or (c) Client’s breach of this Agreement.

10.2 By BRD. BRD agrees to indemnify, defend, and hold harmless Client and its officers, members, directors, and employees from and against any liabilities, damages, costs, expenses, claims, fines, or losses (including reasonable attorneys’ fees) arising from the gross negligence or intentional act of BRD, its agents, or employees, or from BRD-supplied materials. 

11. Disclaimer of Warranties

BRD will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. BRD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BRD DOES NOT GUARANTEE SPECIFIC RESULTS, RANKINGS, LEAD VOLUMES, OR RETURN ON INVESTMENT FROM ANY SERVICE. Digital marketing results depend on many factors outside BRD’s control, including market conditions, competition, platform algorithm changes, and Client’s own business operations.

12. Limitation of Liability

BRD’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BRD DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM (OR, IF THE CLAIM ARISES WITHIN THE FIRST TWELVE MONTHS, THE AVERAGE MONTHLY FEE MULTIPLIED BY TWELVE). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

13. Termination

13.1 Termination by Client. After the minimum term has been satisfied, Client may terminate this Agreement upon thirty (30) days’ advance written notice to BRD. If Client is on an amortized website plan per Section 6.2, the remaining website balance must be paid in full upon termination to receive ownership of the website. Until the cost of the website is paid in full, BRD shall retain ownership of the website. 

13.2 Termination by BRD. BRD may terminate this Agreement upon thirty (30) days’ written notice to Client. BRD may also terminate immediately if Client is in default of its payment obligations for more than thirty (30) days.

13.3 Early Termination by Client. If Client terminates before the Initial Term has been satisfied, Client shall be responsible for payment of all fees due through the remainder of the Initial Term.

13.4 Effect of Termination. Upon termination, BRD shall: (a) cease performing Services; (b) transfer or remove administrative access to Client’s advertising and analytics accounts per Section 5.1 within fifteen (15) business days; (c) deliver any completed but undelivered work product; and (d) transfer website ownership if applicable under Section 6. Client shall pay all fees for Services rendered through the effective date of termination.

14. Renewal

After the Initial Term, this Agreement shall continue on a month-to-month basis until terminated by either party upon thirty (30) days’ written notice per Section 13. There is no automatic multi-month renewal.

15. Additional or Modified Services

Client may request additional or upgraded services at any time during the term by written notice to BRD. Downgraded services may only be requested after the Initial Term has been completed. Any changes to the scope of Services shall be documented in a written addendum or updated quote signed by Client before taking effect.

16. Assignment

Either party may freely assign or transfer this Agreement.

17. Relationship of the Parties

BRD is an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employer-employee, or principal-agent relationship between the parties.

18. Non-Solicitation of Personnel During the term of this Agreement and for a period of two (2) years following its termination, Client shall not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee or contractor of BRD who performed Services for Client under this Agreement. In the event of a breach of this provision, Client shall pay BRD a placement fee equal to fifty percent (50%) of the individual’s annual compensation (including bonuses) at the time of the breach. The parties agree that this fee is a reasonable estimate of the liquidated damages BRD would suffer in recruiting and training a replacement and is not a penalty.
19. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to: acts of God or natural disasters (including earthquakes, floods, hurricanes, wildfires, or other extreme weather events); acts of war, terrorism, civil unrest, or government action; epidemic or pandemic; fire or explosion; strikes, labor disputes, or other industrial action not involving the affected party’s own employees; failures or outages of third-party internet infrastructure, telecommunications networks, or utility services; suspension, outage, or material changes to third-party digital platforms (including but not limited to Google, Meta, or other advertising platforms) outside BRD’s control; or any other cause beyond the reasonable control of the affected party. A Force Majeure Event does not excuse either party from obligations that could have been performed prior to the event, nor does it excuse Client’s obligation to pay outstanding invoices for work already completed.

20. Reporting

BRD shall provide Client with monthly performance reports detailing relevant metrics for the Services being provided. The format and content of reports may vary by service type.

21. Waiver

The failure of either party to require performance of any provision of this Agreement shall not affect the right to require such performance at any time thereafter. The waiver by either party of a breach of any provision shall not be construed as a waiver of the provision itself or of any subsequent breach.

22. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, which are incorporated herein by reference. The arbitration shall be conducted by a single arbitrator mutually selected by the parties. If the parties cannot agree on an arbitrator within fifteen (15) days of the demand for arbitration, the AAA shall appoint the arbitrator in accordance with its rules. The arbitration shall be conducted in Laramie County, Wyoming, or, by mutual agreement, via remote hearing. The arbitrator shall apply Wyoming law. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees, arbitration filing fees, and arbitrator compensation from the non-prevailing party. All Disputes shall be resolved on an individual basis. Neither party shall have the right to bring or participate in any class, collective, or representative action or proceeding. The arbitrator shall have no authority to consolidate claims or preside over any form of representative or class proceeding. The arbitration proceedings, all submissions, and the arbitrator’s award shall be kept confidential by both parties, except as necessary to enforce the award or as required by law. 

23. Severability

If any provision of this Agreement is found to be illegal or unenforceable, it shall be modified to the minimum extent necessary to make it legal and enforceable. If modification is not possible, the provision shall be deemed deleted. Any such modification or deletion shall not affect the validity or enforceability of the remaining provisions.

24. Subcontractors

BRD may engage subcontractors or independent contractors to assist in performing the Services. BRD shall remain fully responsible and liable for the performance of any subcontractor to the same extent as if BRD had performed such work directly. All subcontractors engaged by BRD shall be bound by confidentiality obligations no less protective than those in Section 9 of this Agreement. BRD shall not disclose Client’s confidential information to any subcontractor beyond what is reasonably necessary to perform the Services.

25. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by: (a) email to the address on file for each party, with confirmation of receipt; (b) overnight courier; or (c) certified mail, return receipt requested. Notice shall be deemed effective upon confirmed receipt. Each party shall maintain a current email address and mailing address on file with the other party and shall promptly notify the other of any changes.

26. Entire Agreement

This Agreement, together with any signed quote(s) and written addenda executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, negotiations, and communications, whether written or oral, relating to such subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or undertaking of the other party except as expressly set out in this Agreement. No terms, conditions, or warranties not expressly stated in this Agreement shall be implied. In the event of any conflict between these Terms and Conditions and a signed quote, the signed quote shall control.

27. Amendment

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party. No oral agreement, course of dealing, course of performance, or usage of trade shall operate as an amendment or modification of this Agreement. Any purported amendment that does not comply with this Section shall be void and of no effect.

28. Survival

The following provisions shall survive the expiration or termination of this Agreement for any reason: Section 3 (Fees and Payment, with respect to amounts accrued prior to termination), Section 7 (Intellectual Property and Work Product), Section 9 (Confidentiality), Section 10 (Indemnification), Section 12 (Limitation of Liability), Section 18 (Non-Solicitation of Personnel), Section 23 (Governing Law and Dispute Resolution), and Section 28 (Entire Agreement). Termination of this Agreement shall not relieve either party of any obligation that accrued prior to the effective date of termination.

29. Construction 

This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. Each party acknowledges that it has had the opportunity to review this Agreement and, if it chose to do so, to consult with legal counsel prior to signing. The language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. Section headings are included for convenience only and shall not affect the interpretation or construction of this Agreement.

30. Authority to Sign

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement has been duly authorized by all necessary action on the part of such party; (c) the individual signing this Agreement on behalf of such party has actual authority to bind that party to the terms hereof; and (d) this Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms. If Client is an individual rather than a business entity, Client represents and warrants that they are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement.