Terms and Conditions

1 The Agreement & How You Accept It

These master Terms (“Terms”) together with any signed quote, invoice, or statement of work (“SOW”) form a binding contract between imFORZA, LLC (“imFORZA,” “we,” “us”) and you (“Client,” “you”).

You accept when you (i) sign a quote/SOW, (ii) click an “I Agree” or similar button, (iii) provide access or content so we can start work, or (iv) pay an invoice.

2 Services, Projects & Renewals

  • Projects finish when you approve the deliverables or five (5) business days after delivery if no written revisions are requested (“deemed‑approved”).
  • Ongoing plans bill every 30 days after any initial commitment. Cancel by e‑mailing billing@imforza.com thirty (30) days before the next billing date. Late notice takes effect in the following cycle.

3 Prices, Taxes & Payment

  • All prices are in U.S. dollars and exclude taxes, duties, and third‑party platform fees.
  • Invoices are due upon receipt unless a different schedule is mutually agreed in the SOW.
  • Overdue balances accrue the lesser of 1.5 % per month or the maximum rate allowed by law.
  • You authorise recurring charges to the payment method on file; updating that method does not affect cancellation rights in § 2.
  • You are responsible for all sales, use, VAT, or similar taxes (except taxes on our net income). If we must collect such taxes, they will appear as separate line items.

4 AI & Automation

We—and sometimes you—use AI tools (e.g., ChatGPT, Gemini, Claude, Grok) to ideate, write, design, code, or analyse.

  1. Human‑in‑the‑loop. A qualified human reviews AI output before delivery.
  2. No guarantees. AI can hallucinate or duplicate existing content; you must review and approve before publishing.
  3. Sensitive data. Do not send us data you would not share with an AI vendor. We will use commercially reasonable efforts to opt‑out of model‑training where the tool allows.

5 Your Responsibilities

Provide timely feedback, approvals, brand assets, licences (e.g., MLS/IDX feeds, stock photos) and accurate information.
Failure to supply required assets within ten (10) business days after written request is a material breach and may pause or extend the schedule (and fees).

6 Deliverables & Intellectual‑Property

  • Ownership. When your account is paid in full you own the final deliverables.
  • imFORZA IP. We retain all pre‑existing templates, frameworks, code, AI prompts, know‑how and other tools (“imFORZA IP”). You receive a perpetual, royalty‑free licence to use imFORZA IP only as embedded in the deliverables.
  • WordPress & GPL. Sites we build on WordPress include components licensed under the GNU General Public License v2 (“GPL”). GPL‑licensed code remains subject to that licence; you receive those components under the same terms, and both parties will comply with the GPL.
  • Portfolio use. You allow us to display non‑confidential samples or links for promotional purposes.

7 Third‑Party Platforms & Integrations

Your use of Google, Meta, OpenAI, hosting providers, payment gateways, or any other third‑party service is governed by their separate terms and pricing. We are not liable for their outages, policy changes, or fees.

8 Use of Your Ideas & Content

Suggestions, comments, or materials you voluntarily supply may be used to improve our services without compensation. Personal data remains subject to our Privacy Policy.

9 Sub‑Contractors & Non‑Solicitation

We may engage vetted sub‑contractors and remain responsible for their work. Neither party will solicit for hire the other party’s employees involved in the engagement for twelve (12) months after project completion without written consent.

10 Limited Warranty & Disclaimer

imFORZA warrants that the services will be performed in a professional, work‑manlike manner consistent with digital‑marketing and web‑development industry standards.

EXCEPT FOR THIS EXPRESS WARRANTY, EVERYTHING IS PROVIDED “AS IS” AND WITHOUT ANY OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS, NON‑INFRINGEMENT, OR GUARANTEED RESULTS.

11 Indemnification

Each party will defend, indemnify, and hold the other harmless from third‑party claims arising from its own (a) gross negligence or wilful misconduct, (b) infringement of a third‑party IP right other than un‑approved AI‑generated content, or (c) material breach of these Terms.

Claims alleging that unreviewed AI‑generated content infringes a third‑party right are excluded from each party’s indemnity.

12 Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages.

Except for liability arising from intentional misconduct or unpaid invoices, the most either party can owe the other is the greater of (i) the fees you paid imFORZA in the previous twelve (12) months or (ii) US $100,000.

All attorneys’ fees or costs awarded count toward, and do not increase, this cap.

13 Confidentiality & Data Privacy

Both parties will keep the other’s non‑public information confidential, use it only to perform or receive the services, and apply safeguards that meet or exceed CCPA/CPRA standards.

If we process personal data on your behalf, the parties agree to the Data‑Processing Addendum located at imforza.com/legal/dpa (as updated from time to time).

14 Force Majeure

No party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, strikes, widespread platform outages, or material AI‑system failures).

15 Notices

Email to legal@imforza.com (subject “Legal Notice”) constitutes written notice. We will send formal notices to the primary contact email listed in your SOW.

16 Governing Law & Dispute Resolution

California law governs. Any dispute unresolved after thirty (30) days of executive‑level negotiation may be submitted to non‑binding mediation; if still unresolved, it will be settled by binding JAMS arbitration in Los Angeles under the Federal Arbitration Act.

Class‑Action Waiver: Disputes will be resolved only on an individual basis; no class, consolidated, or representative actions are permitted.

17 Independent Contractor

imFORZA is an independent contractor. Nothing in these Terms creates an employment, partnership, or joint‑venture relationship.

18 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and be construed to effect the parties’ intent.

19 Survival

Sections 3 (prices & payment), 6 (IP), 10 (disclaimer), 11 (indemnity), 12 (liability cap), 13 (confidentiality & privacy), 16 (dispute resolution), 17 (independent contractor), 18 (severability), and this Section 19 survive any termination or expiration of these Terms or an SOW.

20 Assignment

You may not assign these Terms or any SOW without our written consent. imFORZA may assign them in connection with a merger, acquisition, or corporate reorganisation.

21 Entire Agreement & Updates

These Terms plus any SOW are the entire agreement and supersede prior proposals or communications. We may update these Terms on thirty (30) days’ notice; continuing to use the services after that date constitutes acceptance.

Copyright © imFORZA, LLC. All Rights Reserved.

Last updated July 2025