1. INTRODUCTION AND ACCEPTANCE These Terms of Service (the "Agreement") are entered into by and between Carlene Can, LLC d/b/a Rose x Trowel, a limited liability company operating under the laws of the Commonwealth of Virginia (hereinafter referred to as the "Agency"), and the individual or entity agreeing to these terms (hereinafter referred to as the "Client"). By executing this Agreement, completing the checkout process, or remitting payment for the Client Engagement Fee, the Client expressly agrees to be bound by the terms and conditions set forth herein. The Client's use of the Agency's services is also governed by the Agency's Privacy Policy, which is expressly incorporated by reference into this Agreement. The Agency operates as an independent contractor and not as an employee, partner, or agent of the Client.
2. SCOPE OF ENGAGEMENT 2.1. Engagement Tiers: The Client's payment of the Client Engagement Fee establishes their service tier (as selected by the Client during the checkout process). This tier dictates the Client's eligibility for specific agency benefits, including access to variable pricing and discounted hourly rates for ad-hoc services (such as graphic design and consulting). 2.2. Applicability: An active Engagement Retainer is a mandatory prerequisite for the Agency to commence and maintain large-scope and ongoing recurring projects, including but not limited to social media management and project management. One-off, standalone projects (e.g., custom website or logo design) do not strictly require an active Engagement Retainer; however, active retainer clients may receive preferential pricing on such projects based on their tier. 2.3. Priority Support and Turnaround Times: Target response times for support inquiries and estimated turnaround times for deliverables are governed by the Client's selected service tier. Higher-tier engagements include priority queueing, entitling the Client to expedited communication and faster turnaround times on work products, as detailed in the specific tier benefits provided at checkout. 2.4. Revisions and Scope Creep: Unless otherwise explicitly defined in a separate, mutually executed Statement of Work, standard deliverables produced by the Agency include a maximum of two (2) rounds of client revisions. Any requested revisions beyond this allowance, or any requests that materially expand or alter the original scope of the project, shall be deemed out-of-scope ("Scope Creep"). Out-of-scope requests will be automatically billed to the Client at the Agency's then-current discounted hourly rate corresponding to the Client's active Engagement Retainer tier. 2.5. Subcontracting: The Agency reserves the right to engage third-party independent contractors, freelancers, or specialized partners ("Subcontractors") to assist in the performance of services under this Agreement. The Agency shall remain fully responsible for the quality of the final deliverables and for ensuring that all Subcontractors adhere to the confidentiality obligations set forth herein. 2.6. Non-Exclusivity: The Agency retains the right to perform marketing, consulting, and project management services for other individuals or entities, including those that may be in direct competition with the Client. Nothing in this Agreement shall be construed to restrict the Agency from engaging in such business activities.
3. PAYMENT TERMS AND NON-REFUNDABLE POLICY 3.1. Recurring Billing: The Client Engagement Fee is billed on a monthly recurring basis. By providing payment information at checkout, the Client authorizes the Agency to automatically charge the designated payment method on a monthly basis for the duration of the Term. 3.2. No Refunds: All payments made to the Agency are strictly non-refundable. 3.3. Print Production Approvals: For customized print goods, the Agency will provide the Client with a digital proof for review. Upon the Client's written or electronic approval of said proof, all orders are deemed final. The Client assumes full financial responsibility for the print production costs, and the Agency accepts no liability for errors, omissions, or design flaws present in the approved proof. 3.4. Default and Suspension of Services: In the event of a declined payment, chargeback, or failure to remit payment when due, the Client's Engagement Retainer will be immediately suspended. Upon suspension, the Agency reserves the right to immediately halt all ongoing services, revoke access to discounted pricing, and remove or restrict access to Client files, deliverables, and collateral housed on Agency resources. Services will not resume until all past-due balances are paid in full. 3.5. Third-Party Costs and Direct Ad Billing: The Client acknowledges that the Client Engagement Fee covers the Agency's services only. The Client is solely responsible for all third-party costs, including website hosting fees, premium software subscriptions, and licensing. For digital advertising (e.g., Google Ads, Meta Ads), the Client must establish and maintain their own ad accounts directly linked to the Client's own payment method; the Agency's payment methods will not be used to fund the Client's digital ad spend. Notwithstanding the foregoing, for traditional media placements (e.g., print, radio, television, out-of-home) or specific vendor partnerships, the Agency may facilitate media buys on the Client's behalf. The Client expressly acknowledges and agrees that the Agency reserves the right to receive and retain standard industry commissions, markups, or referral fees from such traditional media vendors or partners. 3.6. Chargebacks and Payment Disputes: The Client agrees to contact the Agency to resolve any billing disputes in good faith prior to initiating a chargeback with their credit card issuer or bank. In the event the Client initiates an unjustified chargeback or payment dispute, the Agency reserves the right to immediately suspend all services and terminate this Agreement. The Client shall be responsible for reimbursing the Agency for any associated bank fees, dispute resolution costs, and the original disputed amount prior to the resumption of any services or asset delivery.
4. CLIENT OBLIGATIONS AND COOPERATION 4.1. Account Access: To facilitate the delivery of services, the Client agrees to promptly grant the Agency necessary administrative access to relevant third-party platforms, operational software, and accounts (including, but not limited to, project management software, CRMs, internal communication channels, Google Ads, Meta Business Manager, and WordPress). 4.2. Provision of Materials and Client Delays: The Agency's ability to meet projected delivery timelines is strictly contingent upon the Client's timely provision of required assets (e.g., logos, copy, internal operational data, credentials) and explicit approvals. In the event the Client fails to provide necessary materials, feedback, or approvals, the Agency will not presume auto-approval of any deliverables. Instead, the specific project or deliverable will be formally halted pending Client action. The duration of any such delay rests entirely at the Client's sole discretion; however, the Client acknowledges and agrees that the Agency bears no liability for project delays, missed deadlines, or halted progress caused by the Client's inaction. Furthermore, the Client's Engagement Retainer billing shall continue uninterrupted during any such Client-initiated delays.
5. STANDARD OPERATING HOURS The Agency's standard operating hours are 10:00 AM to 4:00 PM Eastern Time (ET), excluding weekends and various company holidays which are subject to change. Clients are welcome to submit project requests, feedback, and support inquiries at any time; however, communications received outside of these standard operating hours will not be reviewed or addressed until the following business day. To ensure proper tracking, prevent scope creep, and guarantee timely execution, all communications must be formally submitted either via email to support@roseandtrowel.com or as a designated ticket through the Client Portal. Requests sent via text message, direct messaging on social media platforms, or other unauthorized channels will not constitute official project requests and may not receive a response.
6. PERFORMANCE, OPERATIONS, AND PLATFORM DISCLAIMERS 6.1. No Guarantee of Performance or Operations: The Agency applies industry-standard practices and professional expertise to all marketing and project management services. However, marketing and business operations are inherently unpredictable. The Agency makes no warranties, express or implied, regarding specific financial, operational, or business outcomes. The Client expressly acknowledges and agrees that the Agency cannot and does not guarantee specific Return on Investment (ROI), conversion rates, search engine placement, operational efficiencies, cost reductions, or internal employee adoption of implemented processes. 6.2. Third-Party Platform Actions: The Agency utilizes third-party platforms (including, but not limited to, Meta, Google, project management tools, and CRMs) to execute campaigns and manage operations. The Client acknowledges that these platforms strictly enforce their own independent terms of service, compliance policies, and data protocols. The Agency assumes no liability for any third-party platform actions, including but not limited to account suspensions, bans, disabled accounts, software outages, or data loss. Should a third-party platform suspend the Client's account or experience an outage, the Client remains fully obligated to pay the ongoing Engagement Retainer. 6.3. No Professional Advisory Services: The Agency provides marketing and operational support strictly in an administrative and consulting capacity. The Agency does not provide, and its services shall not be construed as, legal, accounting, financial, or human resources advisory services. The Client remains solely responsible for ensuring that all business operations, processes, and marketing materials managed or recommended by the Agency comply with all applicable local, state, and federal laws, including labor laws, data privacy regulations, and industry-specific compliance standards. 6.4. Digital Accessibility (ADA) Disclaimer: The Agency utilizes industry-standard best practices for digital deliverables. However, unless accessibility services are explicitly scoped and contracted for a specific project, the Agency does not warrant or guarantee that any websites, designs, or digital materials meet specific accessibility standards, including but not limited to the Americans with Disabilities Act (ADA) or the Web Content Accessibility Guidelines (WCAG). The Client assumes all responsibility for ensuring their digital presence meets applicable accessibility legal requirements.
7. INTELLECTUAL PROPERTY AND PORTFOLIO RIGHTS 7.1. Transfer of Ownership: All original materials, deliverables, and works of authorship created by the Agency specifically for the Client under this Agreement shall become the intellectual property of the Client only upon the Agency's receipt of full and final payment for all associated services. Until such payment is received, the Agency retains all copyright and ownership rights. 7.2. Portfolio Rights: The Agency retains a non-exclusive, perpetual, and irrevocable right to utilize the final deliverables, as well as the Client's name and logo, for the Agency's professional portfolio, case studies, marketing materials, and promotional purposes. 7.3. Use of Artificial Intelligence (AI): The Client acknowledges and agrees that the Agency may utilize artificial intelligence (AI) tools, including generative AI software, to assist in the creation of copy, design concepts, code, or operational workflows. The Client understands that current United States copyright law may limit the copyrightability of fully AI-generated assets, and the Client accepts any inherent limitations or risks associated with the legal ownership of such AI-assisted deliverables.
8. TERM, TERMINATION, AND OFFBOARDING 8.1. Term and Renewal: The initial binding term of the Client's Engagement Retainer is determined by the specific commitment length selected by the Client during the checkout process (e.g., annual, month-to-month). At the conclusion of this initial term, the retainer does not automatically renew. The Agency's system will notify the Client to facilitate renewal. Any renewal will require the Client's explicit acceptance of the Agency's then-current Terms of Service. 8.2. Agency's Right to Terminate for Cause: Notwithstanding the defined Term in Section 8.1, the Agency reserves the unilateral right to immediately terminate this Agreement, and halt all associated services, for cause and without penalty. "Cause" shall be defined to include, but is not limited to: (i) the Client's material breach of any provision of this Agreement; (ii) the Client's request for the Agency to engage in illegal, unethical, or deceptive marketing or operational practices; or (iii) the Client demonstrating abusive, hostile, or consistently unprofessional behavior toward Agency personnel or contractors. In the event of a termination for cause, the Client remains responsible for all fees incurred up to the date of termination, and no refunds shall be issued. 8.3. Asset Retrieval and Offboarding: Upon the expiration or termination of this Agreement, the Client bears sole responsibility for downloading and securing their own copies of any assets, files, or deliverables provided through the client portal, social media platforms, project management tools, Google Drive, or other applicable locations. 8.4. Archival Retrieval: The Agency will retain an archival copy of the Client's files for a period of one (1) year following the expiration of the service agreement. Should the Client request retrieval or copies of files after the expiration of the agreement, such requests will be billed at the Agency's then-current standard hourly rate, subject to a minimum billing requirement of one (1) hour.
9. CLIENT WARRANTIES, COMPLIANCE, AND INDEMNIFICATION 9.1. General Warranties: The Client represents and warrants that they own, or have obtained all necessary licenses and permissions for, any text, images, logos, operational data, audio, video, or other materials provided to the Agency for use in the services. 9.2. Data Privacy and Anti-Spam: The Client represents and warrants that any customer data, contact lists, or personal information provided to the Agency for marketing campaigns (including email addresses and phone numbers) has been legally obtained. The Client guarantees that all contacts have properly opted-in to receive communications in strict compliance with all applicable data privacy and anti-spam laws, including but not limited to the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA). 9.3. Authority to Bind: The individual executing this Agreement by checking the acceptance box and/or completing the checkout process warrants and represents that they have the full legal authority to bind the Client entity to the terms and conditions set forth herein. 9.4. Indemnification: The Client agrees to indemnify, defend, and hold harmless the Agency, its members, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to third-party claims of intellectual property infringement, data privacy violations, spam complaints, or trademark infringement stemming from materials, contact lists, or operations data provided by the Client.
10. CONFIDENTIALITY The Agency agrees to maintain the strict confidentiality of all proprietary or confidential information received from the Client, including but not limited to business strategies, internal operations data, employee information, customer lists, financial data, and account credentials. The Agency shall not disclose such information to any third party without the prior written consent of the Client, except as required by law or as strictly necessary to perform the services outlined in this Agreement.
11. NON-SOLICITATION During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee, independent contractor, or vendor of the Agency to provide services independently of the Agency.
12. LIMITATION OF LIABILITY In no event shall the Agency be liable to the Client for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement. The Agency's total aggregate liability for any claims arising under this Agreement shall be strictly limited to the total compensation actually paid by the Client to the Agency during the three (3) months preceding the event giving rise to the claim.
13. DISPUTE RESOLUTION AND ATTORNEY'S FEES In the event of a dispute arising out of or relating to this Agreement, the parties agree to attempt to resolve the matter in good faith through negotiation. If the dispute cannot be resolved through negotiation, any subsequent legal action shall be brought exclusively in the state or federal courts located in the Commonwealth of Virginia. In any such action, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, and other legal expenses from the non-prevailing party.
14. FORCE MAJEURE Neither party shall be held liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party. These causes include, but are not limited to, acts of God, natural disasters, governmental actions, strikes, acts of war or terrorism, or severe third-party infrastructure outages (e.g., prolonged Amazon Web Services, Meta, or Google platform failures).
15. GENERAL PROVISIONS 15.1. Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. 15.2. 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 severed from the Agreement, and the remaining provisions shall continue in full force and effect. 15.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. 15.4. No Waiver: The failure or delay of the Agency to enforce any provision of this Agreement, or to exercise any right provided herein, shall not be construed as a waiver of such provision or right, nor shall it in any way affect the validity of this Agreement or limit the Agency's right to subsequently enforce such provision or exercise such right. 15.5. Electronic Signatures and Agreement: The Client acknowledges and agrees that by checking the designated acceptance box, completing the checkout process, or remitting payment, the Client is providing an electronic signature that is legally binding under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and the Uniform Electronic Transactions Act (UETA). Such electronic acceptance shall have the same legal force and effect as a handwritten signature. 15.6. Assignment and Binding Effect: The Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agency. However, in the event of a sale, merger, acquisition, or other change of control of the Client's business, this Agreement shall automatically bind the Client's successor or acquiring entity, and the Client may not use such change of control as grounds for early termination. Notwithstanding the foregoing, the Agency reserves the unilateral right to terminate this Agreement without penalty upon a Client's change of control if the Agency, in its sole discretion, elects not to continue the engagement with the new ownership. 15.7. Official Notices: All official notices, requests, or cancellations required under this Agreement must be sent in writing via email to support@roseandtrowel.com (for the Agency) or the email address provided during the checkout process (for the Client). Notice shall be deemed delivered upon the timestamp of the sent email. 15.8. Survival: The provisions of this Agreement which by their nature should survive termination or expiration shall survive, including but not limited to: Confidentiality (Section 10), Intellectual Property (Section 7), Non-Solicitation (Section 11), Indemnification (Section 9.4), Limitation of Liability (Section 12), and Dispute Resolution (Section 13).
16. MODIFICATION OF TERMS The Agency reserves the right to modify, amend, or update these Terms of Service at any time. The Agency will provide the Client with written notice (e.g., via email or client portal) of any material changes to these terms. If a material change adversely affects the Client's rights or obligations under an active, binding term, the Client shall have the right to terminate this Agreement by providing written notice to the Agency within fourteen (14) days of receiving notice of the change. The Client's continued use of the Agency's services or failure to terminate within this fourteen (14) day period shall constitute the Client's full acceptance of the modified Terms of Service.