DISILENCE MASTER TERMS & CONDITIONS

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These Master Terms & Conditions ("Terms") constitute a legally binding agreement between DiSilence LLC ("DiSilence," "Company," "we," "our," or "us") and the contracting party ("Client," "you," or "your") for all services provided by DiSilence. By executing a Statement of Work, completing payment, or otherwise engaging DiSilence's services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Article 1Definitions

1.1"Agreement" means these Terms together with any applicable Statement of Work, Order Form, or written addendum signed by both parties.

1.2"AI Services" means artificial intelligence consulting, audit, implementation, optimization, automation, and maintenance services as described in Article 4.

1.3"AI-Generated Content" means any text, image, audio, video, code, design, or other material created wholly or partly using generative artificial intelligence tools, whether produced by DiSilence, by Client, or on either party's behalf.

1.4"Confidential Information" means all non-public information disclosed by either party, including but not limited to business plans, client data, financial information, trade secrets, proprietary systems, workflows, and technical specifications.

1.5"Creative Intelligence System" or "CIS" means DiSilence's proprietary creative production and design-intelligence system, including its methodologies, frameworks, knowledge base, pattern and component libraries, rubrics, prompts, models, tooling, corpora, and any related processes or assets, together with all prior, current, and future versions thereof. The Creative Intelligence System is the successor to, and includes, what DiSilence has previously referred to as the "DiSilence Design System."

1.6"Creative Services" means branding, design, content production, web development, and related creative work as described in Article 3.

1.7"Deliverables" means any work product, materials, documents, files, designs, code, workflows, software, or other items created by DiSilence for Client under an Agreement.

1.8"NIL" means name, image, and likeness rights, including rights of publicity and any comparable rights in a person's identity, voice, or persona.

1.9"Partnership Services" means talent management, sponsorship development, marketing partnerships, and related services as described in Article 5.

1.10"Software & Platform Services" means the design, development, configuration, deployment, hosting, maintenance, and licensing of custom software applications, platforms, portals, integrations, and productized or software-as-a-service ("SaaS") products, as described in Article 4.

1.11"Statement of Work" or "SOW" means a written document (including an Order Form, proposal, service agreement, or online checkout description) specifying the services, deliverables, timeline, and fees for a particular engagement.

1.12"Subscription Services" means recurring services provided on a monthly, annual, or other periodic basis.

Article 2General Service Terms

2.1 Scope of Services

DiSilence provides services across the following primary categories: (a) Creative Services; (b) AI Consulting, Automation & Software Services; and (c) Partnership & Talent Services. Across all categories, DiSilence may employ its proprietary Creative Intelligence System and other proprietary methodologies and tools to plan, produce, and deliver work. The specific services, deliverables, and terms for each engagement shall be set forth in a Statement of Work or applicable service agreement. DiSilence may add, evolve, or discontinue service offerings from time to time; the categories above are illustrative and not exhaustive.

2.2 Service Modifications

Any modifications to the scope of services must be agreed upon in writing by both parties. Additional services beyond the original scope will be subject to additional fees as mutually agreed.

2.3 Client Cooperation

Client agrees to provide timely access to necessary information, personnel, systems, and resources required for DiSilence to perform the services. Delays caused by Client's failure to provide required cooperation may result in timeline adjustments and additional fees.

2.4 Professional Standards

DiSilence will perform all services in a professional and workmanlike manner consistent with industry standards and in accordance with the specifications set forth in the applicable Statement of Work.

Article 3Creative Services

3.1 Service Categories

DiSilence Creative Services include, but are not limited to:

(a) Brand Development

Brand architecture and strategy
Logo and identity systems development
Brand style guides
Brand messaging and positioning
Collateral, print, and packaging design
Iconography development

(b) Digital Solutions

Website design and development (including Webflow CMS and other platforms)
Wireframing and prototyping
UI/UX design
iOS and Android applications
Web applications
Landing page development

(c) Content Production

Content planning and strategy
Script development and copywriting
Storyboarding and illustration
Corporate advertisement production
Live-action video production
Photography services
AI-generated and AI-assisted imagery, video, motion, and audio (subject to Article 3.4 and Article 5.5)
Newsletter, social media, and multi-channel content production

(d) Strategy Services

Discovery and research
Market research
Brand strategy and architecture
Marketing strategy
Content strategy
Multi-channel optimization

3.2 Website Subscription Program

3.2.1Program Description. The DiSilence Website Subscription Program provides subscribers with a custom-designed website built using the DiSilence Creative Intelligence System, including design and build, mobile optimization, hosting support, ongoing revisions or content edits, basic analytics setup, and customer support, as specified in the applicable service agreement.

3.2.2Subscription Terms. Website subscriptions are billed on a recurring basis (for example, monthly or annually) as specified in the applicable service agreement. Some plans include a minimum commitment period (for example, six months) while other plans may be offered on a no-minimum, cancel-anytime basis. The applicable minimum commitment (if any), billing frequency, and included services are those set forth in the Client's Statement of Work or checkout description. After any initial term, subscriptions continue on a recurring basis until canceled in accordance with Article 12.

3.2.3Included Revisions and Edits. Each plan includes a specified scope of revisions, content edits, or new pages as set forth in the applicable service agreement. A "revision" is a reasonable modification to existing work. Unless the applicable plan states otherwise, unused revisions do not carry over to subsequent periods. Work exceeding the included scope will be billed according to DiSilence's rate schedule.

3.2.4Excluded Services. Unless expressly included in the applicable plan, the following services require additional fees: new pages beyond the included scope, major redesigns, rebranding, photography/videography, SEO services, copywriting, AI optimization, and custom development requests.

3.2.5Domain and Hosting Costs. Unless the applicable service agreement states otherwise, DiSilence's subscription fee covers the design, development, and publishing of the website to Client's domain. Domain name registration and renewal fees, and any third-party hosting fees, are Client's responsibility. Where Client requests it, DiSilence may assist with domain registration or hosting setup as a courtesy, but such assistance does not shift responsibility for the associated fees to DiSilence.

3.3 Project-Based Creative Work

3.3.1Project Phases. Creative projects typically progress through defined phases, which may include: discovery and research, stylescape design, concept development, refinement, production, and delivery. Specific phases will be outlined in the applicable Statement of Work.

3.3.2Approval Process. Client will have designated review and approval periods for each phase. Proceeding to the next phase constitutes approval of the prior phase. Changes to approved work may result in additional fees and timeline adjustments.

3.3.3Turnaround Times. Standard turnaround times for creative requests range from 2-5 business days for minor updates to several weeks for comprehensive projects. Specific timelines will be established in each Statement of Work.

3.4 AI-Assisted Creative Production

DiSilence may use generative AI tools as part of its creative process (for example, to generate or edit imagery, video, motion, audio, or copy). Where AI-Generated Content is incorporated into Deliverables, the intellectual property, rights, and disclaimer provisions of Article 4.5, Article 5.5, and Article 7 apply. Client may request that a given engagement exclude AI-generated media, in which case such preference will be recorded in the Statement of Work.

Article 4AI Consulting, Automation & Software Services

4.1 Service Categories

DiSilence AI Services include, but are not limited to:

(a) AI Audit & Assessment

Workflow audit and analysis
AI readiness assessment
Technology stack evaluation
ROI calculation and opportunity identification
Competitive landscape analysis

(b) AI Consultation

Strategy development and planning
Technology recommendation
Implementation roadmap creation
Vendor evaluation and selection
Change management guidance

(c) AI Implementation

Workflow automation development
CRM automation and optimization
Lead generation systems
Email sequence automation
AI chatbot and assistant deployment
Custom reporting dashboards
Multi-system integration
Agent deployment

(d) AI Optimization & Maintenance

Ongoing workflow optimization
Performance monitoring and reporting
System updates and enhancements
Technical support
New workflow development
Training and knowledge transfer

4.2 Service Tiers

DiSilence offers AI services across multiple tiers to accommodate varying client needs:

(a) Entry Level: Workflow audit, ROI analysis, and template library access
(b) Starter Tier: Single workflow implementation including lead enrichment, CRM automation, or email sequences (typical range: $2,000–$5,000)
(c) Growth Tier: Multi-system integration, AI chatbot deployment, and custom reporting dashboards (typical range: $10,000–$25,000)
(d) Enterprise Tier: Full AI transformation, comprehensive agent deployment, and ongoing optimization (typical range: $50,000+)
(e) Retainer Services: Continuous optimization, new workflow development, and priority support (typical range: $3,000–$10,000/month)

Specific pricing will be confirmed in the applicable Statement of Work.

4.3 Implementation Process

4.3.1Discovery Phase. DiSilence will conduct initial discovery to understand Client's current operations, systems, goals, and constraints. This may include interviews, system audits, and data analysis.

4.3.2Design Phase. Based on discovery findings, DiSilence will design proposed workflows, integrations, and automation solutions, presenting recommendations for Client approval.

4.3.3Build Phase. Upon approval, DiSilence will build and configure the approved solutions in a development or staging environment.

4.3.4Testing Phase. Solutions will be tested for functionality, accuracy, and reliability before deployment to production.

4.3.5Deployment Phase. Upon successful testing and Client approval, solutions will be deployed to production environments.

4.3.6Training and Handoff. DiSilence will provide training and documentation to enable Client's team to operate and maintain deployed solutions.

4.4 Technology and Tools

4.4.1Platform Selection. DiSilence utilizes various automation platforms and tools based on project requirements, which may include but are not limited to: n8n, Make.com, Zapier, and other workflow automation tools, as well as third-party AI model providers (for example, Anthropic, OpenAI, and Google). Platform recommendations will be based on Client's specific needs, technical capabilities, and budget.

4.4.2Third-Party Services. Implementation may require Client to maintain accounts with third-party service providers (e.g., CRM systems, email platforms, data providers, AI model providers, and hosting or cloud providers). Client is responsible for all third-party subscription fees and compliance with such providers' terms of service, including the usage policies of any AI model provider.

4.4.3Data Sources. AI services may utilize various data sources for lead generation, enrichment, and analytics. DiSilence will ensure all data usage complies with applicable laws and provider terms, but Client acknowledges that data accuracy is dependent on third-party sources.

4.5 Performance, Results, and AI Output Limitations

4.5.1No Guarantee of Results. While DiSilence strives to deliver high-quality AI solutions, Client acknowledges that results depend on numerous factors including data quality, market conditions, Client's implementation and use of solutions, and external factors beyond DiSilence's control.

4.5.2Performance Metrics. Where applicable, DiSilence and Client may agree upon key performance indicators (KPIs) and success metrics in the Statement of Work. These metrics serve as guidelines for project evaluation but do not constitute guarantees.

4.5.3Nature of AI Outputs. Client acknowledges that outputs of generative and other AI systems are probabilistic and may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may on occasion produce content that is similar to content generated for others. AI outputs are not guaranteed to be unique, original, or free of third-party rights. DiSilence applies professional review to AI-assisted Deliverables, but Client is responsible for reviewing and validating AI outputs before relying on them.

4.5.4Not Professional Advice. AI outputs and Deliverables do not constitute legal, financial, tax, medical, or other professional advice, and should not be relied upon as such. Client is responsible for obtaining appropriate professional advice for its circumstances.

4.5.5Third-Party Model Terms. AI Services may rely on third-party AI models and platforms that are governed by their own terms, usage policies, and limitations. Client's use of Deliverables that incorporate such models is subject to those third-party terms, and DiSilence is not responsible for changes to, or the availability, performance, or output of, third-party models.

4.6 AI-Specific Intellectual Property

4.6.1Workflow IP. Client retains ownership of implemented custom workflows, internal databases, and all other proprietary intellectual property exclusive to the Client. DiSilence retains ownership of all proprietary methodologies, frameworks, templates, workflow designs, and tools developed prior to or independent of the engagement, including the DiSilence workflow library, automation templates, and the Creative Intelligence System.

4.6.2Custom Work. Custom workflows, configurations, and automations developed specifically for Client shall be owned by Client upon full payment, subject to DiSilence's retained rights in underlying methodologies and pre-existing materials.

4.6.3License to Use. If the Client hires DiSilence for workflow maintenance, DiSilence receives an exclusive, non-transferable license to use such materials solely for Client's internal business purposes during the term of the engagement.

4.7 Custom Software & Platform Development

4.7.1Scope. DiSilence may design, develop, deploy, host, and maintain custom software, applications, platforms, client portals, and integrations ("Software & Platform Services"), as specified in the applicable Statement of Work.

4.7.2Productized and Platform Offerings. Certain Software & Platform Services are built upon, or delivered as, DiSilence's own productized or platform offerings (for example, reusable platforms, portals, or SaaS products that DiSilence develops and offers to multiple clients). Except for Client's own data, content, and configurations, and except as expressly assigned in a Statement of Work, all right, title, and interest in and to such productized and platform offerings — including their source code, architecture, and underlying frameworks — remain the exclusive property of DiSilence, and Client receives a license to use them as provided in Article 4.8. Nothing in an Agreement restricts DiSilence from developing, marketing, or licensing similar or competing platforms or products to other clients.

4.7.3Maintenance and Support. Ongoing maintenance, updates, security patching, hosting, and support for software and platforms are provided only where expressly included in a Statement of Work or a separate maintenance/subscription agreement. Service levels, if any, will be as specified therein.

4.8 Software Licensing

4.8.1License Grant. Unless a Statement of Work expressly assigns ownership to Client, software, platforms, and products that incorporate DiSilence's pre-existing or productized technology are licensed, not sold. Upon and during full payment, DiSilence grants Client a non-exclusive, non-transferable, revocable license to access and use such software and platforms for Client's internal business purposes for the term of the applicable subscription or engagement.

4.8.2License Restrictions. Client shall not (a) resell, sublicense, or redistribute the software or platform except as expressly permitted in writing; (b) copy, decompile, reverse-engineer, or create derivative works of the underlying code except as permitted by law; or (c) remove or obscure any proprietary notices.

4.8.3Client Data and Export. Client owns its data within any DiSilence-provided software or platform. Upon request, and subject to payment of amounts due, DiSilence will make Client's data available for export in a reasonable format during the engagement and for a reasonable transition period following termination.

Article 5Partnership & Talent Services

5.1 Service Categories

DiSilence Partnership Services include, but are not limited to:

(a) Talent Management Services

Talent representation and management
Partnership and deal sourcing
Contract negotiation support
Brand positioning and development
Media and PR coordination

(b) Corporate Partnership Services

Brand partnership development
Sponsorship acquisition and management
Ambassador program development
Cross-cultural marketing campaigns
Global market expansion support

(c) Event & Activation Services

Event planning and management
Activation campaign development
On-site management and coordination
Logistics and production support
Post-event analysis and reporting

(d) Media & Content Services

Influencer marketing campaign management
Social media strategy and content creation
PR and media placement
Film and video production
Cross-border content distribution

5.2 Representation and Authority

5.2.1Limited Agency. Where DiSilence acts on Client's behalf in negotiations or dealings with third parties, DiSilence acts as a limited agent solely within the scope expressly authorized in writing. DiSilence has no authority to bind Client to agreements without Client's express written approval.

5.2.2Third-Party Relationships. DiSilence maintains relationships with various talents, brands, agencies, and other third parties. DiSilence makes no representations or warranties regarding the availability, performance, or conduct of any third party.

5.3 Deal Structure and Fees

5.3.1Project Fees. Partnership engagements may be structured as fixed project fees, retainers, or performance-based arrangements, as specified in the applicable Statement of Work.

5.3.2Commission. For certain partnership services, DiSilence may earn commission on deals facilitated on Client's behalf. Commission rates and structures will be specified in the applicable agreement.

5.3.3Pass-Through Costs. Fees for third-party services, talent fees, media buys, production costs, and other pass-through expenses are Client's responsibility and are separate from DiSilence's service fees.

5.4 Talent and Partner Confidentiality

5.4.1Non-Disclosure. Client agrees to maintain confidentiality regarding the terms, rates, and specific arrangements involving any talent or partners introduced or managed by DiSilence.

5.4.2Non-Circumvention. During the term of the Agreement and for two (2) years thereafter, Client agrees not to directly engage or solicit any talent, brand, or partner introduced by DiSilence without DiSilence's prior written consent.

5.5 Name, Image, Likeness (NIL) and AI-Generated Media

5.5.1Rights and Authorizations. Where services involve the name, image, likeness, voice, or persona of any individual (including athletes, talent, executives, or other persons), the party supplying or directing the use of such NIL represents and warrants that it holds all rights and authorizations necessary for the contemplated use. Client is responsible for securing NIL rights, releases, and any required consents for individuals it supplies or requests, and DiSilence is responsible for those it supplies.

5.5.2AI-Synthesized Likeness. DiSilence will not knowingly synthesize or fabricate the identifiable face, voice, or persona of a real person without appropriate rights or authorization. Where AI-Generated Content depicts or references a real person, the requesting party is responsible for ensuring the necessary NIL rights and consents are in place.

5.5.3Compliance. Use of NIL and AI-Generated Media shall comply with applicable laws, platform policies, and, where relevant, collegiate, league, union, or governing-body NIL rules. Each party will indemnify the other, as provided in Article 13, for NIL and likeness rights it was responsible for securing.

Article 6Payment Terms

6.1 Fees and Payment

6.1.1Fee Structure. Fees for services will be as specified in the applicable Statement of Work or service agreement. All fees are quoted in U.S. dollars unless otherwise specified.

6.1.2

Payment Terms. Unless otherwise specified, payment terms are as follows:

Project fees: 50% deposit upon signing; 50% upon completion
Subscription fees: Monthly or annually in advance, as specified in the applicable plan
Retainer fees: Monthly in advance
Software and platform license/hosting fees: In advance for the applicable billing period
Pass-through costs: Upon invoice

6.1.3Payment Methods. DiSilence accepts payment via credit card, ACH transfer, wire transfer, or other methods as agreed, including through third-party payment processors (for example, Stripe). Client authorizes DiSilence (and its payment processors) to charge the payment method on file for recurring fees and any approved additional charges.

6.2 Late Payment

6.2.1Grace Period. A five (5) day grace period applies to late payments. If payment remains unresolved after the grace period, DiSilence may suspend services until payment is received.

6.2.2Late Fees. Amounts not paid when due shall bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6.2.3Collection Costs. Client agrees to pay all costs of collection, including reasonable attorneys' fees, incurred by DiSilence in collecting any amounts due.

6.3 Refund Policy

6.3.1General Policy. All payments are non-refundable except as expressly provided in the applicable service agreement or required by law.

6.3.2Deposits. Deposits are non-refundable and are applied toward the total project fee. If Client terminates prior to project completion, the deposit will be retained by DiSilence.

6.3.3Prepaid Subscriptions. Prepaid subscription terms (for example, annual plans) are non-refundable but will run for the full prepaid term unless otherwise required by law or stated in the applicable plan.

6.4 Taxes

Client is responsible for all applicable sales, use, VAT, or other taxes arising from the services, excluding taxes based on DiSilence's net income. Where DiSilence is required to collect such taxes (including through its payment processor), they may be added to the amounts charged.

Article 7Intellectual Property

7.1 Client-Owned Assets

Client retains ownership of:

Domain names and hosting accounts
Text content provided by Client
Images and media supplied by Client
Business information and data (including Client data within DiSilence-provided software or platforms)
Trademarks and logos owned by Client prior to the engagement

7.2 DiSilence-Owned Assets

DiSilence retains exclusive ownership of:

The Creative Intelligence System (CIS), including its methodologies, knowledge base, pattern and component libraries, rubrics, prompts, tooling, and corpora (formerly referred to as the DiSilence Design System)
All templates, layouts, UI components, and animations
Proprietary frameworks, methodologies, workflow libraries, automation templates, and tools
DiSilence's productized and platform offerings, including their source code and architecture (subject to Article 4.7 and Article 4.8)
Pre-existing code, scripts, and creative assets
General knowledge, skills, and experience gained during the engagement

7.3 Deliverables

7.3.1

Transfer of Rights. Upon full payment, Client receives ownership of or a license to Deliverables as follows:

(a) Custom Creative Work: Full ownership of final approved custom designs, logos, and brand assets created specifically for Client transfers upon full payment.
(b) Code and Technical Deliverables: Full ownership of custom code, workflows, and configurations developed specifically for Client transfers upon full payment, subject to DiSilence's retained rights in underlying frameworks, productized/platform offerings, and pre-existing materials.
(c) Licensed Materials: For materials incorporating DiSilence's proprietary systems (such as the Creative Intelligence System) or productized/platform offerings, Client receives a license to use such materials during the active subscription or engagement period, as provided in Article 4.8 and Article 7.3.2.

7.3.2License Termination. Upon termination of a subscription or engagement, any license to use DiSilence's proprietary systems or productized/platform offerings terminates immediately. DiSilence may remove or disable such proprietary materials. Client's own data, content, and domain remain Client's, and DiSilence will provide a reasonable opportunity to export Client data as provided in Article 4.8.3.

7.3.3AI-Generated Content. To the extent AI-Generated Content is incorporated into Deliverables, DiSilence assigns or licenses to Client such rights as DiSilence holds and is able to convey upon full payment, on the same basis as the corresponding Deliverable. Client acknowledges that AI-Generated Content may not be eligible for copyright or other protection, that DiSilence cannot warrant exclusivity or ownership of such content, and that underlying AI models and tools remain the property of their respective providers.

7.4 Portfolio Rights

DiSilence retains the right to use Deliverables, project descriptions, and Client's name and logo for portfolio, marketing, and promotional purposes, unless Client provides written notice to the contrary.

Article 8Confidentiality

8.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of performing under this Agreement.

8.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

8.3 Required Disclosure

A party may disclose Confidential Information if required by law, regulation, or court order, provided the disclosing party gives the other party prompt notice (where permitted) to seek protective measures.

8.4 Duration

Confidentiality obligations survive termination of the Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

Article 9Data Protection and Security

9.1 Data Handling

DiSilence will handle Client data in accordance with industry-standard security practices and applicable data protection laws. Client is responsible for ensuring it has the right to share any data provided to DiSilence.

9.2 AI and Data Processing

Where AI services involve processing Client data:

9.2.1DiSilence will only use Client data for the purposes of providing the contracted services.

9.2.2Client data will not be used to train AI models without express written consent, and DiSilence will, where reasonably available, configure third-party AI tools to exclude Client data from provider model training.

9.2.3DiSilence will maintain reasonable security measures appropriate to the sensitivity of the data.

9.2.4Upon termination, DiSilence will return or delete Client data as directed by Client.

9.3 Third-Party Processors

Client acknowledges that DiSilence may use third-party tools and services (including AI model providers, automation platforms, and hosting/cloud providers) in providing services. DiSilence will ensure appropriate contractual protections are in place with such processors. Client data submitted to third-party AI or cloud services is also subject to those providers' terms.

9.4 Regulated and Sensitive Data

Unless expressly agreed in writing, Client shall not submit to DiSilence or to any DiSilence-provided system any data subject to heightened regulatory obligations (for example, protected health information, payment card data, or similar regulated data). Any handling of such data requires a separate written agreement specifying the applicable safeguards.

Article 10Representations and Warranties

10.1 Mutual Representations

Each party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) it will comply with all applicable laws; and (c) its performance will not violate any agreement with a third party.

10.2 DiSilence Warranties

DiSilence warrants that services will be performed in a professional manner consistent with industry standards. DiSilence does not warrant uninterrupted or error-free operation of any deliverables or systems.

10.3 Client Warranties

Client warrants that: (a) all information and materials provided to DiSilence are accurate and do not infringe third-party rights; (b) Client has all necessary rights and permissions to share data and materials with DiSilence, including any NIL, likeness, trademark, or third-party content it supplies; and (c) Client's use of deliverables will comply with applicable laws.

10.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, DISILENCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DISILENCE DOES NOT WARRANT SPECIFIC RESULTS, INCLUDING SALES INCREASES, SEO RANKINGS, CONVERSION RATES, OR REVENUE GROWTH. DISILENCE DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, UNIQUE, ORIGINAL, OR FREE OF THIRD-PARTY RIGHTS.

Article 11Limitation of Liability

11.1 Limitation on Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, DISILENCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER DISILENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

DISILENCE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DISILENCE IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11.3 Third-Party Services

DiSilence is not liable for any damages or issues arising from third-party services, including but not limited to hosting providers, domain registrars, payment processors, data providers, automation platforms, AI model providers, or any other third-party tools or services.

11.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, government actions, pandemic, or internet service failures.

Article 12Term and Termination

12.1 Term

The term of this Agreement begins upon execution or first payment and continues until all services are completed or the Agreement is terminated as provided herein.

12.2 Subscription Terms

12.2.1Minimum Commitment. Subscription services may require a minimum commitment period as specified in the applicable service agreement. Where no minimum commitment is specified, the subscription is cancel-anytime, effective at the end of the then-current billing period.

12.2.2Renewal. After any initial term, subscriptions automatically renew on a recurring basis (for example, month-to-month or annually) until canceled.

12.2.3Cancellation. Cancellation requests must be submitted through DiSilence's designated cancellation process. For plans with a monthly billing cycle, at least thirty (30) days' notice before the next billing cycle is requested unless the applicable plan provides otherwise; cancellation is effective at the end of the current billing period.

12.2.4Early Termination Fee. If Client cancels a subscription before completing an applicable minimum commitment period, Client shall pay an early termination fee as specified in the applicable service agreement. No early termination fee applies to cancel-anytime plans.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal or abusive conduct.

12.4 Termination by DiSilence

DiSilence may terminate this Agreement immediately if: (a) payment fails repeatedly despite notice; (b) Client breaches any material term; (c) Client engages in conduct that DiSilence determines, in its sole discretion, makes the relationship unworkable; or (d) continuing the engagement would expose DiSilence to legal or reputational risk.

12.5 Effect of Termination

Upon termination:

Client's license to use DiSilence's proprietary systems and productized/platform offerings terminates immediately
Client remains responsible for all fees owed through the termination date
DiSilence will provide Client with copies of Deliverables completed and paid for as of termination
Each party will return or destroy the other party's Confidential Information
Provisions that by their nature should survive (including confidentiality, IP, limitation of liability, and indemnification) shall survive termination

12.6 Post-Termination Responsibilities

Upon termination of website or digital services, Client is responsible for:

Rebuilding or migrating any website or systems
Migrating content and data
Reconfiguring integrations
Obtaining new hosting or services

DiSilence is not responsible for post-termination website rebuilding, data migration, or service continuity, except for making Client data available for export as provided in Article 4.8.3.

Article 13Indemnification

13.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless DiSilence and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement; (b) Client's violation of any applicable law; (c) Client's content, data, or materials; (d) any NIL, likeness, trademark, or third-party rights Client was responsible for securing; or (e) any third-party claims related to Client's use of Deliverables.

13.2 DiSilence Indemnification

DiSilence agrees to indemnify, defend, and hold harmless Client from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from any third-party claim that Deliverables created solely by DiSilence infringe such third party's intellectual property rights, provided that Client promptly notifies DiSilence and allows DiSilence to control the defense. This obligation does not apply to (a) Client-supplied materials, (b) NIL or likeness Client was responsible for securing, or (c) AI-Generated Content, to the extent the claim arises from the inherent nature of generative AI outputs.

Article 14Dispute Resolution

14.1 Informal Resolution

The parties agree to attempt to resolve any dispute informally through good-faith negotiations for at least thirty (30) days before initiating formal proceedings.

14.2 Mediation

If informal resolution fails, the parties agree to participate in non-binding mediation before a mutually acceptable mediator before pursuing litigation.

14.3 Jurisdiction and Venue

Any legal action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and the parties consent to personal jurisdiction in such courts.

Article 15General Provisions

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

15.2 Entire Agreement

This Agreement, together with all applicable Statements of Work and written addenda, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.

15.3 Amendments

DiSilence may update these Terms from time to time. Continued use of services after such updates constitutes acceptance of the updated Terms. Material changes will be communicated to Client via email or through the designated communication channel.

15.4 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of the right to enforce such provision in the future.

15.5 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.6 Assignment

Client may not assign this Agreement without DiSilence's prior written consent. DiSilence may assign this Agreement to any successor entity or acquirer.

15.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

15.8 Notices

Notices under this Agreement shall be sent to the addresses provided by the parties or to such other addresses as may be designated in writing. Notices may be sent by email if receipt is acknowledged.

15.9 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

Article 16Client Responsibilities

Client agrees to:

16.1Provide accurate and complete business information

16.2Supply images, content, and materials in a timely manner

16.3Maintain compliance with all applicable laws and regulations

16.4Not engage in abusive, harassing, or threatening behavior toward DiSilence staff

16.5Not misuse, extract, or attempt to reverse-engineer any proprietary design, code, or systems, including the Creative Intelligence System and any DiSilence-provided software or platform

16.6Designate an authorized representative to approve work and make decisions on Client's behalf

16.7Provide timely feedback and approvals to avoid project delays

16.8Maintain necessary accounts, subscriptions, and access to third-party services required for the engagement

16.9Secure and maintain any NIL, likeness, trademark, or third-party rights and consents for materials Client supplies or requests

Article 17Acceptance

By proceeding with payment, executing a Statement of Work, or otherwise engaging DiSilence's services, Client accepts and agrees to be bound by these Terms & Conditions.

DiSilence LLC, A Georgia Limited Liability Company

For questions regarding these Terms, please contact:

Email: mike@disilence.com
Website: www.disilence.com