TERMS AND CONDITIONS OF USE

Last Updated on July 10th, 2025.

Service Provider: 

Kylie Clayborne
Austin, TX 78733
USA

hereinafter “Service Provider”

Client:

Purchaser of package (you)

hereinafter “Client”

THEREFORE, the Service Provider and the Client agree as follows:

TERMS. 

1. During the terms of this Agreement, the Service Provider agrees to provide the specific services set forth in the Package as outlined below:

- 12 posts with custom hooks & captions
- Deliver of content will be 3-4 days after the agreed upon date & client form is complete.
- No refunds or edits
- One optional call is available
- Payment is complete before work starts.
- Content ideas will be shared via Google doc.
- We will not be posting for them.
- Visuals/ Videos aren't included but can added for an additional $697

1. The Services to be provided under this Agreement shall be performed at the Service Provider’s place of business and communications will be conducted via email or telephone, or upon other means mutually agreed upon by both Parties.
2. Client understands that Service Provider may utilize other persons to fulfill on the terms of this Agreement and that those persons may have access to Client’s business information in order to fulfill on the obligations of this Agreement.
3. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.
4. Service Provider agrees to abide by all privacy procedures prescribed by the Client.

PAYMENT. 

1. The Client will make payment via website or other agreed upon method.
2. No work will be performed unless Client has paid all outstanding invoices.  No refunds will be given.

DISCLAIMERS. Service Provider makes no guarantees other than that the Services offered shall be provided to Client in accordance with the terms of this Agreement. Any testimonials regarding the Services and/or the Service Provider are examples only and not a guarantee of performance.

The Service Provider may provide Client with third-party recommendations for services. Client agrees that these are only recommendations and the Service Provider will not be held liable for the services provided by any third-party to the Client. The Service Provider is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.

CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, sessions, or otherwise. The Service Provider agrees that it will not disclose Confidential Information of the Client to any third party or use Confidential Information of the Client except for the Purpose of fulfilling this Agreement, without the prior written consent of such Client, except as required by law or regulation; provided, however, that prior to making any such legally required disclosure, the Service Provider shall give the Client as much prior notice of the requirement for and contents of such disclosure as is practicable under the circumstances so that Client may take action to safeguard its interests, and the Service Provider shall cooperate with the Client’s efforts, at the Client’s expense, to preserve the confidentiality of the Confidential Information.

Client acknowledges that Service Provider may share confidential information with Service Provider’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement.  Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that the mutual non-disclosure of any and all Confidential Information learned through this Agreement shall survive the termination, revocation, or expiration of this Agreement.

INTELLECTUAL PROPERTY RIGHTS. In respect of the Content or other Materials specifically created for the Client as part of this Agreement, the Client maintains all of the copyright, other intellectual property rights and any other data or Material used or subsisting in the Material whether finished or unfinished. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, produced by the Service Provider pursuant to this Agreement. Service Provider reserves the right to utilize Client product in advertising and/or marketing unless permission is explicitly revoked by the Client.

Any content, photos, or other images provided by the Service Provider will not violate copyright law, will be free stock photos that are in the public domain or are otherwise owned by the Service Provider. Client also agrees that any content and/or images provided to Service Provider are owned by the Client and/or do not violate copyright law.

RELATIONSHIP OF PARTIES AND NON-SOLICITATION. It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.

DISCLAIMER OF WARRANTIES. The Services provided to the Client by the Service Provider under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.

INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the indemnifying party, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party, or its clients.

NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other.  Client shall not make any false, disparaging, or derogatory statement in public or private regarding the Service Provider, its employees, or agents. The Service Provider shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with the Company.

DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in  Madison, Wisconsin or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

GOVERNING LAW AND SEVERABILITY. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, regardless of the conflict of laws principles thereof. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.

GOOD FAITH. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement. 

ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and the Service Provider.

The parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.