Master Services, Subscription, AI and Software Terms
Effective Date: August 18, 2026
These Master Services, Subscription, AI and Software Terms ("Master Terms") are entered into by DiSilence Creative Agency LLC, a Georgia limited liability company, doing business as DiSilence ("DiSilence"), and the business or other legal entity identified in an Order ("Client"). DiSilence and Client are each a "Party" and together the "Parties."
BUSINESS-TO-BUSINESS TERMS
These Master Terms are intended for commercial clients acquiring services for business use, not individuals acquiring services primarily for personal, family, or household purposes. A separate consumer agreement and cancellation flow must be used for consumer transactions.
1. Agreement Structure and Acceptance
1.1 Agreement. The "Agreement" consists of: (a) each statement of work, order form, proposal, subscription checkout, or other ordering document accepted by both Parties (each, an "Order"); (b) these Master Terms; (c) the Data Processing and AI Addendum ("DPA") when applicable; and (d) any other addendum expressly incorporated into an Order.
1.2 Acceptance. An Order is binding only when signed by authorized representatives, accepted through a clickwrap process that identifies the applicable terms, or otherwise expressly accepted in writing by DiSilence. Payment alone does not expand the scope stated in an accepted Order. Client represents that the person accepting the Agreement has authority to bind Client.
1.3 Order of Precedence. If documents conflict, the following order controls: (a) a signed amendment that identifies the provision it overrides; (b) the applicable Order; (c) the DPA solely for personal-data processing; (d) a service-specific addendum; and (e) these Master Terms. Purchase-order boilerplate, vendor-portal terms, email signatures, or Client policies do not modify the Agreement unless DiSilence expressly signs an amendment.
1.4 Affiliates. A Client affiliate may purchase under these Master Terms by signing its own Order, in which case that affiliate and DiSilence are the parties for that Order. Client is not authorized to bind an affiliate without written authority.
1.5 Definitions. Capitalized terms not defined in context have the following meanings:
- "AI System" means a machine-based system that generates predictions, recommendations, content, decisions, or other outputs, including generative AI, agents, classifiers, transcription, synthetic media, and automated decision tools.
- "AI Output" means content, code, data, recommendations, actions, or other output generated wholly or partly by an AI System.
- "Client Data" means data, content, records, credentials, files, or information submitted to, stored in, or processed through the Services by or for Client, excluding Usage Data.
- "Client Materials" means Client Data and any trademarks, content, instructions, designs, media, software, documentation, or other materials supplied by or for Client.
- "Confidential Information" has the meaning in Section 11.
- "Creative Intelligence System" or "CIS" means DiSilence's proprietary system of methodologies, knowledge, templates, components, rubrics, prompts, models, workflows, tooling, corpora, libraries, quality controls, and processes used to create, evaluate, or deliver work.
- "Deliverables" means items expressly identified as deliverables in an Order.
- "DiSilence Materials" means CIS, pre-existing or independently developed materials, platforms, products, software, source code, object code, models, prompts, templates, tools, libraries, interfaces, know-how, improvements, and reusable components, including any incorporated into a Deliverable.
- "Documentation" means user guides or operating documentation DiSilence provides for Software.
- "High-Impact Use" means use of an AI System to make, materially assist, or replace a decision affecting employment, worker management, housing, credit, lending, insurance, healthcare, education, legal services, public benefits, access to essential services, biometric identification, or another consequential legal or similarly significant effect on a person.
- "Personal Data" means information relating to an identified or reasonably identifiable person and analogous terms under applicable privacy law.
- "Services" means the services, subscriptions, software, platforms, Deliverables, or access described in an Order.
- "Software" means software, platforms, applications, portals, integrations, agents, workflows, or SaaS made available by DiSilence.
- "Third-Party Services" means technology, data, content, platforms, models, hosting, APIs, software, or services not controlled by DiSilence.
- "Usage Data" means technical, operational, performance, security, and usage information about the Services that is aggregated or deidentified so it does not reasonably identify Client or a person.
2. Services and Project Administration
2.1 Scope. DiSilence will provide the Services described in each Order. Examples may include creative and brand services, AI consulting, workflow automation, custom or productized Software, website subscriptions, data and system integrations, content production, partnership development, and talent-related services. An example or website description is not included unless stated in the Order.
2.2 Changes. Either Party may request a change. DiSilence is not required to perform out-of-scope work until the Parties approve a written change order addressing scope, assumptions, fees, dependencies, and schedule. DiSilence may pause affected work while a change is evaluated.
2.3 Client Cooperation. Client will timely provide accurate information, decisions, approvals, access, personnel, credentials, test data, and other dependencies. Client is responsible for acts and omissions of its personnel, contractors, and users. A Client-caused delay extends schedules and may result in rescheduling, additional fees, or reactivation charges stated in the Order or DiSilence's then-current rate card.
2.4 Designated Contacts and Approvals. Each Party will designate a project contact. Client's designated contact may give routine instructions and approvals. DiSilence may rely on an approval unless Client promptly identifies an obvious error. Approval of a phase authorizes DiSilence to proceed; later changes may be billable.
2.5 Subcontractors. DiSilence may use qualified employees, affiliates, and subcontractors and remains responsible for their performance to the same extent as if DiSilence performed the applicable obligation, subject to the Agreement. Personal-data subprocessors are governed by the DPA.
2.6 Professional Standard. DiSilence will perform professional services in a professional and workmanlike manner materially consistent with the applicable Order. Client's exclusive remedy for breach of this warranty is re-performance if Client gives detailed written notice within 30 days after the affected service is delivered. If re-performance is not commercially reasonable, DiSilence may refund the fees paid for the nonconforming service.
2.7 Assumptions and Estimates. Dates, hours, savings, ROI, traffic, conversion, revenue, rankings, sponsorship value, audience, media placement, and other estimates are planning assumptions unless expressly identified as a guaranteed service level in an Order. DiSilence is not responsible for delay or failure caused by Client, Third-Party Services, force majeure, law changes, platform policies, or dependencies outside DiSilence's reasonable control.
2.8 Compliance Allocation. Each Party will comply with laws applicable to its own business and performance. DiSilence is not Client's legal or compliance advisor and does not determine whether Client's business model, data, content, outreach, employment practices, regulated activity, or use of Deliverables is lawful. DiSilence will not knowingly implement a clearly unlawful instruction and may request written clarification or suspend affected work.
3. Artificial Intelligence and the Creative Intelligence System
3.1 Authorized AI Use. Client acknowledges that DiSilence may use CIS and approved AI Systems to research, analyze, draft, design, code, test, automate, summarize, transcribe, translate, optimize, monitor, or deliver Services. The Order may identify uses that are excluded or require prior approval. DiSilence will disclose direct AI interactions to users where required by law or reasonably necessary to avoid deception.
3.2 No General-Purpose Training Without Opt-In. DiSilence will not use Client Confidential Information or Client Personal Data to train a general-purpose AI model for DiSilence or a third party without Client's separate, express, written opt-in describing the data, purpose, model, recipients, retention, and withdrawal terms. DiSilence may use Usage Data to secure, support, measure, and improve the Services, provided it does not attempt to reidentify the data or use it to build a profile of a person.
3.3 Approved Tools and Provider Settings. DiSilence will use commercially reasonable diligence in selecting AI providers for the applicable use and, where reasonably available, will use business, enterprise, zero-retention, or API configurations that limit provider use of submitted data for model training. Provider commitments vary and are subject to their terms. Client will not require DiSilence to submit data to a provider that the Parties have not approved for that data category.
3.4 Restricted Data. Client will not provide, and DiSilence is not required to process, passwords, payment-card data, government identifiers, health information, precise geolocation, biometric identifiers, information about children, criminal-history information, export-controlled data, legally privileged material, or other sensitive or regulated data unless the Order and DPA expressly authorize the category and specify required controls. Accidental submission does not expand DiSilence's obligations, and DiSilence may isolate or delete the data after notice when lawful.
3.5 AI Output Limitations. AI Outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, offensive, insecure, non-unique, or similar to third-party material. AI Outputs may not qualify for intellectual-property protection and may implicate third-party rights. Unless an Order expressly states otherwise, DiSilence does not warrant AI Output accuracy, uniqueness, originality, non-infringement, or fitness for a consequential use.
3.6 Human Review and Client Validation. DiSilence will apply the review level described in the Order. Client is responsible for final review, testing, fact-checking, legal review, accessibility review, safety review, and approval before publication, deployment, decision-making, or reliance. Client will maintain meaningful human oversight appropriate to the risk and will not represent an unreviewed AI Output as verified by DiSilence.
3.7 High-Impact Uses. Client may not use the Services for a High-Impact Use unless the Parties sign a High-Impact AI Addendum describing the system, decision, affected people, legal roles, testing, data governance, notices, human review, appeal or contest process, monitoring, logging, incident response, and allocation of responsibility. DiSilence may decline any High-Impact Use.
3.8 Prohibited AI Uses. Client will not use the Services or AI Outputs to: (a) violate law or rights; (b) discriminate unlawfully; (c) make a High-Impact Use without Section 3.7 compliance; (d) exploit or sexualize minors; (e) create deceptive impersonations, fraud, malicious code, unlawful surveillance, or targeted manipulation; (f) infer highly sensitive traits where prohibited; (g) identify a person from biometric data without express authorization and a lawful basis; (h) create or distribute unlawful deepfakes or nonconsensual intimate imagery; or (i) bypass provider safety measures.
3.9 Synthetic Media and Likeness. A Party that supplies or directs use of a person's name, image, likeness, voice, signature, persona, or other identity element represents that it has all necessary rights and permissions. DiSilence will not knowingly clone or synthesize an identifiable real person's face or voice without documented authorization. Client is responsible for context-specific labels, platform disclosures, endorsement disclosures, and usage restrictions unless the Order assigns those tasks to DiSilence.
3.10 AI Agents and Autonomous Actions. For an AI agent that can send communications, alter records, spend funds, publish content, make commitments, or take other external actions, the Order must define permitted actions, authentication, spending or action limits, approval gates, logging, testing, monitoring, escalation, and shutdown controls. Client is responsible for maintaining authorized users and promptly disabling compromised credentials. DiSilence may suspend an agent presenting a material security, legal, or safety risk.
3.11 Monitoring and Records. Subject to the DPA and applicable law, DiSilence may maintain prompts, outputs, logs, evaluations, and security records reasonably necessary to provide, test, secure, support, and demonstrate performance of the Services. Retention will be limited to the applicable purpose and schedule.
3.12 No Professional Advice. AI Outputs and Services do not constitute legal, medical, tax, accounting, investment, employment, or other licensed professional advice. Client will obtain qualified advice for regulated or consequential use.
4. Software, Platforms, Automation, and Integrations
4.1 Categories. An Order will identify whether Software is: (a) custom Software assigned to Client; (b) a DiSilence product, platform, template, or reusable solution licensed to Client; (c) a configuration or integration of Third-Party Services; or (d) a combination. Silence does not imply source-code ownership or a perpetual license.
4.2 License. For Software that is not expressly assigned to Client, DiSilence grants Client, during the paid subscription or license term, a limited, non-exclusive, non-transferable, non-sublicensable right for authorized users to access and use the Software for Client's internal business purposes in accordance with the Order and Documentation. Affiliates, external clients, public users, resale, managed-service use, or white labeling require express permission.
4.3 Restrictions. Except as permitted by law or an Order, Client will not: copy, sell, lease, sublicense, distribute, provide timesharing, reverse engineer, decompile, discover source code, bypass usage limits, remove notices, test for vulnerabilities without authorization, use the Software to build a competing product, or permit unauthorized access.
4.4 Accounts and Credentials. Client is responsible for authorized users, role assignments, account security, multi-factor authentication where available, and activity under Client-controlled credentials. Client will promptly notify DiSilence of suspected compromise. DiSilence is not responsible for unauthorized access caused by Client's failure to protect accounts or follow agreed security instructions.
4.5 Third-Party Services. Integrations may depend on Third-Party Services. Client is responsible for accounts, licenses, acceptable-use compliance, and fees unless the Order states otherwise. DiSilence does not control third-party availability, changes, data accuracy, terms, or security. A third-party change may require modification, replacement, additional fees, or discontinuation of an affected feature.
4.6 Open-Source and Third-Party Components. Software may include open-source or third-party components governed by their own licenses. Those licenses control the components to the extent required. DiSilence will identify material copyleft obligations in custom code where commercially reasonable but does not warrant that every dependency is free of third-party terms.
4.7 Testing and Acceptance. Client will perform user acceptance testing during the period stated in the Order or, if none, within 10 business days after delivery. A Deliverable is accepted upon written approval, production use, or expiration of the test period without a written rejection describing a material failure to meet the Order. DiSilence will use commercially reasonable efforts to correct reproducible material nonconformities. New requirements and minor defects do not delay acceptance.
4.8 Availability and Support. Software availability, support hours, response targets, maintenance windows, backups, recovery objectives, and service credits apply only if stated in an Order or service-level addendum. No service credit is available for Client systems, Third-Party Services, beta features, misuse, planned maintenance, force majeure, or suspension permitted by the Agreement.
4.9 Beta and Evaluation Features. Beta, pilot, proof-of-concept, evaluation, and preview features are provided for testing, may change or be discontinued, may have reduced security or support, and must not be used for production or sensitive data unless expressly approved. They are provided without warranty and may be subject to additional terms.
4.10 Security Patches and Changes. Where maintenance is included, DiSilence may apply patches, updates, configuration changes, model changes, or replacements reasonably necessary for security, legal compliance, provider compatibility, or service continuity. DiSilence will avoid materially reducing committed core functionality during a paid term without a reasonable substitute or termination remedy.
4.11 Data Export and Transition. Client owns Client Data. During the term and for 30 days after termination, subject to payment of undisputed amounts, DiSilence will make a standard export reasonably available where the applicable system supports export. Custom migration, transformation, transfer, or transition assistance is billable. After the export period, DiSilence may delete Client Data according to the DPA and retention policy unless law requires retention.
5. Creative, Website, and Content Services
5.1 Creative Process. Creative work may include discovery, research, concept development, stylescapes, drafts, revisions, production, and delivery. The Order controls included concepts, pages, assets, revisions, formats, and approval periods.
5.2 Revisions. A revision is a reasonable modification to work within the approved scope, not a new concept, page, campaign, platform, feature, or direction. Unless the Order states otherwise, unused revision capacity expires at the end of the applicable billing period and does not roll over.
5.3 Client Content and Instructions. Client is responsible for the accuracy, legality, substantiation, permissions, and accessibility of Client Materials and factual claims. DiSilence may rely on Client instructions and is not responsible for claims, offers, prices, disclosures, or data supplied by Client.
5.4 Websites, Domains, and Hosting. The Order will identify who owns and administers domains, DNS, hosting, content-management accounts, analytics, email, certificates, plugins, and third-party subscriptions. Client will maintain current registration and payment information. DiSilence is not responsible for loss caused by Client-controlled expiration, unauthorized changes, or third-party suspension.
5.5 Accessibility. Unless an Order expressly includes an accessibility audit and remediation standard, DiSilence does not warrant conformance to a specific accessibility law or technical standard. DiSilence will follow the design and testing scope in the Order. Client is responsible for ongoing content, plugins, user-generated content, and changes after handoff. The Parties should target WCAG 2.2 AA for new public-facing experiences where appropriate.
5.6 Search, Analytics, and Advertising. SEO, analytics, ad performance, rankings, traffic, platform approval, and conversion outcomes are not guaranteed. Client is responsible for lawful cookie consent, notices, ad claims, audience selection, and account policies unless assigned to DiSilence in the Order.
5.7 Archival Materials. Unless the Order states otherwise, DiSilence is not required to retain editable source files, raw footage, rejected concepts, drafts, or project files beyond 90 days after final delivery. Client should download and archive final Deliverables.
6. Partnership, Talent, NIL, and Marketing Services
6.1 Scope and No Implied Agency. Partnership, sponsorship, talent, influencer, event, PR, and media services are limited to the Order. DiSilence has no authority to bind Client, talent, a brand, or another person unless expressly granted in a signed writing.
6.2 Regulated Activity. Nothing in the Agreement authorizes DiSilence to perform an activity that requires a talent-agency license, athlete-agent registration, employment-agency license, securities license, legal license, or other governmental or professional authorization. Before DiSilence procures or negotiates an engagement where a license may be required, the Parties will execute a compliant jurisdiction-specific agreement and confirm DiSilence or an approved partner is authorized. DiSilence may limit its role to marketing, consulting, introductions, or administrative support.
6.3 Third-Party Decisions. DiSilence does not guarantee that a talent, brand, media outlet, sponsor, league, platform, investor, broadcaster, venue, or other third party will respond, contract, approve, attend, publish, perform, pay, or achieve a result.
6.4 Commission and Introductions. Any commission, success fee, exclusivity, tail period, territory, category, calculation base, payment timing, and audit right must be stated in a signed Order or representation agreement. No website statement creates a commission right. Client will not knowingly circumvent a protected introduction during an agreed protection period, but any restriction must be reasonable and stated in the applicable signed agreement.
6.5 NIL and Rights Clearances. The Party supplying or directing use of a person's name, image, likeness, voice, signature, performance, biographical information, persona, or other identity element will obtain and document necessary permissions, releases, union or league approvals, and compensation rights. The Order must identify which Party handles music, footage, trademarks, locations, minors, and other clearances.
6.6 Endorsements and Advertising Disclosures. Client is responsible for truthful advertising claims and substantiation. Each Party will make disclosures assigned to it under the Order. Material connections between an advertiser and endorser must be disclosed clearly and conspicuously. DiSilence may pause publication when a disclosure or substantiation concern is not resolved.
6.7 Events. Event scope, safety, permits, venue terms, insurance, alcohol, security, travel, talent, accessibility, weather, cancellation, and force majeure will be addressed in the Order. DiSilence is not responsible for venue or third-party failures outside its reasonable control.
7. Fees, Expenses, Invoicing, and Taxes
7.1 Fees. Client will pay fees stated in each Order. Unless expressly stated, estimates exclude taxes, travel, media, talent, printing, hosting, domains, software licenses, model usage, data providers, payment processing, stock assets, and other pass-through costs.
7.2 Deposits and Milestones. Deposits reserve capacity and are non-refundable to the extent permitted by law, except for DiSilence's uncured material breach. Milestone invoices are due regardless of Client delay once the applicable work is completed or ready for review.
7.3 Invoices. Invoices are due within the period stated in the Order or, if none, 15 days from invoice. Client must dispute an invoice in reasonable detail within 10 days after receipt and pay undisputed amounts on time. Failure to dispute does not waive a claim that could not reasonably have been discovered.
7.4 Expenses. Client will reimburse pre-approved reasonable out-of-pocket expenses. DiSilence may require advance funding for material expenses or third-party commitments.
7.5 Taxes. Fees exclude sales, use, VAT, withholding, excise, and similar taxes, except taxes based on DiSilence's net income. Client will pay applicable taxes or provide a valid exemption certificate. If Client must withhold, it will provide documentation and cooperate to minimize lawful withholding; fees will not be reduced unless the Order states otherwise.
7.6 Late Amounts. Undisputed late amounts accrue interest at 1.0% per month or the maximum lawful rate, whichever is less, plus reasonable collection costs. DiSilence may suspend Services after giving at least five business days' notice of an undisputed overdue amount, except in an emergency security or fraud situation.
7.7 Payment Authorization. For recurring charges, Client authorizes DiSilence and its payment processor to charge the payment method on file for the amount, frequency, and term disclosed in the Order. Client will keep billing information current. A failed charge does not cancel the subscription.
7.8 Chargebacks. Before initiating a chargeback, Client will use the invoice-dispute process. A chargeback of a valid charge is a material breach and Client is responsible for processor fees and collection costs, subject to applicable law.
8. Subscriptions, Renewal, Cancellation, and Price Changes
8.1 Order Disclosure. Each subscription Order must clearly state the recurring price, billing frequency, initial term, minimum commitment, included usage or services, overage rates, renewal term, cancellation deadline, cancellation method, and any non-refundable prepaid amount.
8.2 Renewal. Unless the Order states that it expires, a subscription automatically renews for the renewal period stated in the Order. If no renewal period is stated, it renews month-to-month after the initial term. Renewal does not revive expired promotional pricing unless stated.
8.3 Cancellation. Client may cancel by the method stated in the Order or by emailing kyle@disilence.com from an authorized account. Cancellation is effective at the end of the current paid term if received before the disclosed deadline. DiSilence will provide a confirmation. Client remains responsible for committed fees, approved work, usage, expenses, and non-cancellable third-party commitments.
8.4 No Partial-Period Refund. Except as required by law or expressly stated in the Order, cancellation does not produce a refund or credit for a partial period, prepaid term, setup fee, deposit, committed capacity, or completed work.
8.5 Price Changes. DiSilence may change subscription pricing for a renewal term by giving at least 30 days' advance notice, or any longer notice required by the Order or law. A price change does not apply during a fixed prepaid term unless caused by a disclosed usage overage, tax, Client-requested change, or third-party pass-through expressly allowed in the Order.
8.6 Consumer Transactions. DiSilence will not use this Section as the sole basis for a consumer subscription. Consumer offerings require a separate checkout, legally required disclosures and reminders, affirmative consent, and cancellation mechanism.
9. Intellectual Property and Licenses
9.1 Client Materials. As between the Parties, Client owns Client Materials. Client grants DiSilence and its approved providers a non-exclusive, worldwide, royalty-free license during the Agreement to host, reproduce, modify, transmit, display, and otherwise use Client Materials only as reasonably necessary to provide, secure, support, and improve the contracted Services as permitted by Section 3.2 and the DPA.
9.2 Client Warranty. Client represents that it has all rights, notices, consents, permissions, and lawful bases required for Client Materials, instructions, users, and intended uses. Client will not direct DiSilence to use material or data in a manner that infringes or violates rights or law.
9.3 DiSilence Materials. DiSilence and its licensors retain all right, title, and interest in DiSilence Materials, CIS, Software not expressly assigned, and all modifications, updates, improvements, and derivative works of them. No implied license is granted.
9.4 Custom Deliverables. Upon full payment of all amounts for the applicable Order, DiSilence assigns to Client its right, title, and interest in final Deliverables expressly identified in the Order as "Custom Deliverables," excluding DiSilence Materials, Third-Party Materials, open-source components, AI provider technology, raw files, drafts, rejected concepts, and materials not identified for assignment.
9.5 Embedded DiSilence Materials License. To the extent DiSilence Materials are embedded in a paid Custom Deliverable and are necessary to use it, DiSilence grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, and modify those embedded DiSilence Materials solely as part of the Custom Deliverable for Client's internal business and marketing purposes. This license does not permit extraction, resale, sublicensing as a standalone product, model training, or use to build a competing system.
9.6 Subscription and Platform Materials. For Deliverables or functionality provided as part of a subscription, platform, productized offering, template library, or hosted service, Client receives only the term-limited license in Section 4.2 unless the Order expressly states otherwise. Client's license ends when the paid term ends, except for exported Client Data and any Custom Deliverables separately assigned.
9.7 AI Outputs. Subject to full payment and Sections 9.3 through 9.6, DiSilence assigns or licenses to Client the rights in AI Outputs that DiSilence owns and is legally able to convey. Client acknowledges that AI Outputs may not be protectable, may not be exclusive, and may be subject to provider terms or third-party rights. DiSilence does not transfer ownership of an AI model, provider technology, CIS, prompts, evaluations, or reusable workflow merely because it contributed to an AI Output.
9.8 Third-Party Materials. Stock assets, fonts, music, footage, data, models, plugins, APIs, and other Third-Party Materials are governed by applicable third-party terms. Client will comply with usage limits and obtain any licenses allocated to Client in the Order. DiSilence will identify known material restrictions in final delivery where commercially reasonable.
9.9 Residual Knowledge. Subject to confidentiality and data-protection obligations, DiSilence may use general skills, experience, ideas, concepts, and know-how retained in unaided memory, provided it does not disclose Client Confidential Information, reproduce Client-specific materials, or identify Client.
9.10 Portfolio, Publicity, and Testimonials. DiSilence may not publicly identify Client, display Client's logo, publish a case study, disclose non-public work, use a testimonial, announce the relationship, or use a person's NIL without prior written approval for the specific use. Approval may include timing, attribution, content, channels, and revocation or removal conditions. Publicly available final work may be referenced factually only if the Order expressly permits it.
9.11 Feedback. Client grants DiSilence a worldwide, perpetual, irrevocable, royalty-free right to use feedback and suggestions about the Services, without identifying Client or disclosing Client Confidential Information.
9.12 Moral Rights and Further Assurances. To the extent permitted by law, DiSilence will obtain from its personnel waivers of moral rights in assigned Custom Deliverables. Each Party will execute reasonable documents necessary to confirm rights expressly granted, at the requesting Party's expense.
10. Data Protection, Security, and Communications Compliance
10.1 Privacy Roles. Each Party is an independent controller or business for Personal Data it collects and determines how to use for its own purposes. When DiSilence processes Personal Data solely on Client's documented instructions to provide Services, the DPA applies and DiSilence acts as processor or service provider as defined by applicable law.
10.2 DPA Requirement. Client will not provide Personal Data for processing until the Parties have identified the processing and, when required, incorporated the DPA. If the DPA is automatically incorporated by the Order, its schedules must be completed before production processing.
10.3 Data Minimization and Instructions. Client will provide only data reasonably necessary for the Services and will document permitted purposes, users, retention, and restrictions. DiSilence will process Client Personal Data only on documented instructions, unless law requires otherwise. DiSilence will notify Client if it reasonably believes an instruction violates applicable privacy law, unless prohibited.
10.4 Security Program. DiSilence will maintain administrative, technical, and physical safeguards reasonably designed for the nature and risk of the Services, including access control, authentication, encryption where appropriate, logging, personnel confidentiality, vendor diligence, secure development practices, vulnerability management, backup, and incident response. Specific controls and any certifications are only those stated in the DPA or Order.
10.5 Security Incident. DiSilence will notify Client without undue delay after confirming a Security Incident affecting Client Personal Data and will provide reasonably available information needed for Client's legal obligations. Notice is not an admission of fault. Client is responsible for notices to individuals and authorities unless law assigns that duty to DiSilence or the Parties agree otherwise.
10.6 Subprocessors and International Transfers. DiSilence may use subprocessors under the DPA. DiSilence will impose appropriate data-protection obligations and use a lawful transfer mechanism when required. Client authorizes processing in countries identified in the DPA or subprocessor list, subject to applicable safeguards.
10.7 Return and Deletion. Upon termination or Client's written request, DiSilence will return or delete Client Personal Data as provided in the DPA, subject to backup cycles, legal retention, dispute preservation, security logs, and data retained by Client-controlled Third-Party Services.
10.8 No Sale or Sharing for Cross-Context Behavioral Advertising. DiSilence will not sell Client Personal Data or share it for cross-context behavioral advertising, as those terms are defined by applicable U.S. state privacy law, when acting as Client's service provider or processor. DiSilence will not combine such data with data received from another source except as permitted by law and the DPA.
10.9 Communications and Outreach. For campaigns involving email, telephone, text, direct message, automated outreach, AI voice, or recording, the Order must allocate list sourcing, consent, disclosures, hours, suppression lists, sender identification, opt-outs, recording notices, and recordkeeping. Client represents that Client-provided lists and instructions are lawful. DiSilence may refuse or suspend a campaign that presents a material compliance risk.
10.10 AI Voice and Prerecorded Calls. Client will not use, and will not instruct DiSilence to use, an artificial, AI-generated, cloned, or prerecorded voice in a regulated call without legally sufficient prior consent and required identification, disclosure, and opt-out mechanisms. Telemarketing campaigns require a campaign-specific legal review and written approval of the consent language and records.
10.11 Recording and Transcription. A Party initiating recording or transcription is responsible for providing legally required notice and obtaining consent. DiSilence may provide standard disclosure language but does not determine which jurisdiction's consent rule applies. Client will not disable or conceal an agreed disclosure.
10.12 Compliance Evidence. Client will retain consent, list source, disclosure, suppression, and approval records for the period required by law and will provide reasonable evidence upon request relating to a complaint or investigation. DiSilence may retain corresponding operational logs subject to the DPA.
11. Confidentiality
11.1 Confidential Information. "Confidential Information" means non-public information disclosed by or for a Party that is marked confidential or reasonably should be understood as confidential, including business plans, finances, pricing, clients, prospects, talent arrangements, credentials, security information, Personal Data, source code, prompts, models, workflows, product plans, trade secrets, and the terms of non-public Orders.
11.2 Exclusions. Confidential Information does not include information the recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from a third party without duty; or (d) was independently developed without use of the discloser's Confidential Information.
11.3 Duties. The recipient will use Confidential Information only to perform or exercise rights under the Agreement; protect it using at least reasonable care and no less than the care used for its own similar information; and disclose it only to personnel, affiliates, professional advisors, and subcontractors who need to know and are bound by appropriate confidentiality duties. The recipient is responsible for their breaches to the extent provided by law.
11.4 Required Disclosure. The recipient may disclose information to the extent legally required, but where lawful will give prompt notice and reasonable assistance so the discloser may seek protection. The recipient will disclose only what is required.
11.5 Equitable Relief. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate. The injured Party may seek injunctive or equitable relief without waiving other remedies or, where permitted, posting bond.
11.6 Duration. These duties continue for five years after disclosure, except trade secrets, source code, credentials, security information, Personal Data, and information protected longer by law remain protected for so long as they qualify or law requires.
11.7 Return or Destruction. Upon written request or termination, the recipient will return or destroy Confidential Information, except for archival copies required by law, professional standards, backup cycles, dispute preservation, or automated systems, which remain protected.
12. Warranties and Disclaimers
12.1 Mutual Authority. Each Party warrants that it is validly organized, has authority to enter the Agreement, and its signatory is authorized.
12.2 DiSilence Warranty. DiSilence warrants only the professional standard in Section 2.6 and any express warranty stated in an Order. Remedies are subject to timely notice and the limitations in the Agreement.
12.3 Client Warranties. Client warrants that: (a) Client Materials, instructions, lists, claims, offers, and intended uses are accurate and lawful; (b) Client has all required rights, notices, consents, licenses, and lawful bases; (c) Client will use the Services and Deliverables in compliance with law, provider terms, Documentation, and the Agreement; (d) Client will conduct required human review and professional review; and (e) Client is not relying on an unstated promise or guarantee.
12.4 General Disclaimer. EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, DELIVERABLES, SOFTWARE, AI OUTPUTS, THIRD-PARTY SERVICES, AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISILENCE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, ERROR-FREE OPERATION, AND RESULTS.
12.5 Specific Disclaimers. DiSilence does not warrant: revenue, savings, profit, sales, traffic, rankings, conversion, media placement, sponsorship, funding, deal completion, regulatory approval, uninterrupted availability, compatibility after third-party changes, or that AI Outputs are accurate, unbiased, unique, protectable, or free of third-party rights. DiSilence is not responsible for Third-Party Services, Client systems, Client changes, or Client's failure to follow instructions.
12.6 Non-Waivable Rights. A disclaimer does not apply to the extent prohibited by law.
13. Indemnification
13.1 Client Indemnity. Client will defend, indemnify, and hold harmless DiSilence, its affiliates, and their officers, directors, employees, and contractors from third-party claims and resulting damages, judgments, settlements, penalties, and reasonable legal fees arising from: (a) Client Materials, instructions, claims, lists, or campaigns; (b) Client's products, business, or use of Services; (c) Client's breach of Sections 3.7 through 3.10, 4.3, 6.2, 6.5, 6.6, 9.2, 10.9 through 10.12, or 12.3; (d) an allegation that Client Materials infringe or violate rights; or (e) an employment, discrimination, consumer, privacy, communications, biometric, NIL, endorsement, or regulatory claim caused by Client's decisions or unlawful instructions.
13.2 DiSilence IP Indemnity. DiSilence will defend Client from a third-party claim that a paid Custom Deliverable created solely by DiSilence and used as authorized infringes a U.S. copyright or trademark, and will pay resulting damages finally awarded or approved in settlement. This does not apply to AI Outputs; Client Materials; Third-Party Materials; open-source components; ideas, methods, functionality, data, or facts; combinations not provided by DiSilence; modifications by others; use after notice; or compliance with Client instructions.
13.3 IP Remedies. If an indemnified Deliverable is or may be enjoined, DiSilence may: procure continued use; modify or replace it with materially equivalent functionality; or terminate the affected portion and refund prepaid unused fees for it. This Section states Client's exclusive remedy for third-party IP claims covered by Section 13.2.
13.4 Procedure. The indemnified Party will promptly notify the indemnifying Party, allow control of defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. Delay reduces obligations only to the extent materially prejudicial. No settlement may admit fault, impose non-monetary obligations, or restrict the indemnified Party without written consent, not unreasonably withheld.
14. Limitation of Liability
14.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT LIMIT AMOUNTS PAYABLE TO A THIRD PARTY UNDER AN INDEMNITY TO THE EXTENT COVERED BY THAT INDEMNITY.
14.2 General Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM AN ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE TO DISILENCE UNDER THAT ORDER DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR AN EVENT DURING THE FIRST 12 MONTHS, THE CAP IS THE FEES PAID OR PAYABLE FOR THAT FIRST 12-MONTH PERIOD.
14.3 Enhanced Cap. Liability arising from a Party's breach of confidentiality, the DPA, or its indemnity obligations is capped at two times the amount calculated under Section 14.2, except as stated in Section 14.4. The Parties may state a different cap in an Order based on risk and insurance.
14.4 Exclusions from Caps. The caps do not apply to: (a) Client's payment obligations; (b) Client's unauthorized use or infringement of DiSilence Materials; (c) a Party's fraud, willful misconduct, or gross negligence to the extent a cap is prohibited; (d) bodily injury, death, or tangible property damage caused by negligence to the extent not waivable; or (e) liability that cannot lawfully be limited.
14.5 Allocation. The fees reflect this allocation of risk. Each limitation applies regardless of legal theory and even if a remedy fails of its essential purpose, to the maximum extent permitted by law.
15. Term, Suspension, and Termination
15.1 Term. These Master Terms begin when first accepted and continue while any Order remains active. Each Order has the term stated in it.
15.2 Termination for Cause. Either Party may terminate an affected Order for material breach if the breach is not cured within 15 days after detailed written notice, or within five days for undisputed payment breach. A breach incapable of cure may be terminated immediately.
15.3 Insolvency. Either Party may terminate if the other ceases business, makes a general assignment for creditors, or becomes subject to an insolvency proceeding not dismissed within 60 days, subject to applicable law.
15.4 Suspension. DiSilence may suspend affected Services when reasonably necessary for: unpaid undisputed fees after notice; security or fraud risk; unlawful use; material violation of Sections 3, 4.3, or 10.9 through 10.12; provider suspension; or prevention of material harm. DiSilence will limit suspension where reasonably possible and restore service after the condition is resolved.
15.5 Termination for Convenience. A Party may terminate for convenience only if the Order permits it. Unless the Order states otherwise, Client remains responsible for non-cancellable commitments, completed work, work in progress, committed minimum fees, and reasonable wind-down costs.
15.6 Effect. Upon termination: licenses tied to the term end; Client will stop using term-limited Software and DiSilence Materials; accrued payment obligations become due; and each Party will return or delete information as required. Client retains rights in fully paid Custom Deliverables. Sections intended to survive do so, including payment, IP, confidentiality, data protection, disclaimers, indemnity, liability, disputes, and general terms.
15.7 Transition. Standard export is governed by Section 4.11. Additional transition services are subject to availability, a written scope, and DiSilence's then-current rates. DiSilence is not required to transfer third-party accounts it does not own or disclose its source code, CIS, credentials, or other clients' information.
16. Disputes, Governing Law, and Remedies
16.1 Executive Negotiation. Before filing a claim, a Party will give written notice describing the facts, legal basis, and requested relief. Authorized executives will attempt good-faith resolution for 30 days. This does not prevent urgent injunctive relief, collection of undisputed fees, preservation of rights, or compliance with a filing deadline.
16.2 Governing Law. Georgia law governs the Agreement without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.3 Venue. Exclusive jurisdiction and venue lie in the state and federal courts located in Fulton County, Georgia, and each Party consents to personal jurisdiction. The Parties may agree in an Order to arbitration or a different venue for a specific engagement.
16.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR A DISPUTE ARISING FROM THE AGREEMENT.
16.5 Equitable Relief. A Party may seek injunctive or equitable relief for misuse of intellectual property, Confidential Information, Personal Data, credentials, or systems without first completing Section 16.1 where delay may cause irreparable harm.
16.6 Contractual Limitations Period. To the extent permitted by law, a claim must be filed within two years after it accrued, except claims for payment, infringement or misappropriation of intellectual property, fraud, or a period that cannot lawfully be shortened.
17. General Provisions
17.1 Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation to the notice contacts in the Order. Notice is effective on receipt. Routine project communications may use agreed collaboration tools.
17.2 Assignment. Neither Party may assign the Agreement without the other's written consent, not unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the obligations. An assignment to a direct competitor may be refused. Unauthorized assignment is void.
17.3 Force Majeure. Neither Party is liable for delay caused by events beyond reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, government action, labor disruption, utility or internet failure, cyberattack not caused by failure to maintain agreed safeguards, or Third-Party Service outage. The affected Party will mitigate and notify. Payment for delivered Services is not excused.
17.4 Independent Contractors. The Parties are independent contractors. The Agreement does not create employment, partnership, joint venture, fiduciary duty, franchise, or agency except a limited agency expressly stated in a signed writing.
17.5 No Third-Party Beneficiaries. The Agreement benefits only the Parties and permitted successors, except indemnified persons solely for indemnity rights.
17.6 Export, Sanctions, and Anti-Corruption. Each Party will comply with applicable export controls, sanctions, anti-bribery, and anti-corruption laws. Client will not provide access to prohibited persons or locations or use the Services for prohibited end uses.
17.7 Public-Sector and Regulated Clients. Government, healthcare, financial, education, defense, or other regulated work requires an Order addressing mandatory terms, records, security, data location, accessibility, and flow-down obligations. DiSilence does not accept such obligations through a purchase order alone.
17.8 Changes to Master Terms. DiSilence may make non-material administrative or legal updates by posting a revised version. A material change will not reduce Client's rights during a committed Order term without Client's written assent, unless the change is required by law or necessary to address an urgent security risk. Otherwise, material changes apply at the next renewal after reasonable notice.
17.9 Severability and Waiver. An unenforceable provision will be modified to the minimum extent necessary and the remainder will remain effective. A waiver must be in writing and applies only to the specific instance. Delay is not a waiver.
17.10 Entire Agreement. The Agreement is the complete agreement concerning its subject and supersedes prior or contemporaneous proposals, statements, and understandings. Each Party acknowledges it has not relied on a representation not stated in the Agreement.
17.11 Interpretation. "Including" means "including without limitation." Electronic signatures and counterparts are effective. Headings do not affect interpretation. No presumption arises against the drafter. English controls unless an Order expressly states otherwise.
18. Entity and Contact Information
DiSilence Creative Agency LLC
Georgia limited liability company
1155 Perimeter Center W, Atlanta, GA 30338
Legal notices: kyle@disilence.com
Billing and cancellation: kyle@disilence.com
Privacy and DPA: kyle@disilence.com
Security incidents: kyle@disilence.com
Website: www.disilence.com
Client Acceptance: The applicable signed Order or verified clickwrap record identifies Client, the Services, fees, term, renewal terms, and the version of these Master Terms accepted.
.png){kind=small}