Service Agreement Terms & Conditions

2.1 Business Purpose

Client represents and warrants that Client is enrolling in or purchasing Services solely for business, nonprofit, organizational, professional, charitable, religious, or commercial purposes and not primarily for personal, family, or household purposes.

2.2 B2B Transaction

Client agrees that this Agreement constitutes a business-to-business or organization-to-organization commercial transaction.

To the fullest extent permitted by applicable law, Client waives any statutory cooling-off, rescission, buyer’s-remorse, consumer-protection, or similar rights that apply exclusively to consumer transactions.

2.3 Non-Business Use

If Client intends to use the Services primarily for personal, family, or household purposes, Client must disclose that intention to Company in writing before enrollment.

Company reserves the right to refuse service or require different contractual terms.

2.4 Governing Framework

This Agreement is a commercial contract governed by the Federal Arbitration Act and, to the extent not preempted, the laws of the State of Michigan.

3.1 Scope

Company provides video production, editing, storytelling, donor communications, fundraising communications, marketing strategy, creative services, advertising-related services, studio systems, consulting, software, AI-assisted tools, recurring creative services, and related services.

Specific deliverables, timelines, pricing, service levels, and scope are defined in Client’s Program Agreement.

3.2 Client Cooperation

Timely payment and active Client participation are required to maintain access to Services and Deliverables.

Company’s obligations are contingent upon Client fulfilling its own obligations, including, without limitation:

• providing timely approvals;
• providing requested feedback;
• supplying accurate information;
• providing access to necessary systems or accounts;
• providing footage, photographs, brand assets, donor information, stories, interviews, and other requested materials;
• obtaining necessary internal approvals;
• attending scheduled meetings;
• making appropriate personnel available;
• obtaining permissions and releases; and
• otherwise reasonably cooperating with Company.

Any deadline or delivery schedule may be extended to the extent Company’s performance is delayed or impaired by Client’s actions, omissions, delays, failure to provide materials, or failure to provide approvals.

Such delay shall not constitute a breach by Company.

3.3 Deemed Acceptance of Deliverables

Upon delivery of any Deliverable, Client shall have seventy-two (72) hours from the time Client is notified that the Deliverable is available to provide written notice of any objection, requested revision, error, or non-conformity.

Notice must be provided through the communication channel designated by Company, which may include email, Slack, a project-management platform, video-review platform, client portal, or other Company-designated channel.

The notice must reasonably identify the Deliverable and the basis for the requested change or objection.

Failure to provide written feedback within the seventy-two-hour period constitutes Client’s acceptance of the Deliverable as conforming and satisfactory.

Once the seventy-two-hour period has expired without written objection, Company may treat the Deliverable as approved and may finalize, schedule, publish, distribute, post, deliver, or otherwise use the Deliverable as contemplated by the Program Agreement or the parties’ established workflow.

Client expressly waives any right to dispute, reject, or initiate a chargeback in connection with a Deliverable deemed accepted under this provision.

3.4 Third-Party Collaborators

If Client engages any Collaborator in connection with the Services, Client is solely responsible for selecting, supervising, managing, and overseeing that Collaborator.

Company has no responsibility for the quality, timeliness, conduct, performance, or outcomes of work performed by Client’s Collaborators.

Company’s performance obligations are excused to the extent they are impaired by a Collaborator’s acts or omissions.

Such impairment shall not constitute a breach by Company, and Client remains responsible for all payment obligations regardless of a Collaborator’s conduct.

3.5 Company Subcontractors

Client acknowledges and agrees that Company may use employees, independent contractors, subcontractors, editors, filmmakers, designers, consultants, specialists, offshore team members, vendors, and other third parties to perform some or all of the Services.

Company remains responsible for managing its own personnel and subcontractors.

4.1 Acceptance

By signing a Program Agreement, clicking an enrollment or purchase button, submitting payment, or otherwise accessing or using the Services, Client accepts these Service Terms whether or not Client separately signs this document.

4.2 Modification

Company may update these Service Terms upon thirty (30) days’ written notice to the email address associated with Client’s account.

Continued use of the Services or failure to object in writing within the thirty-day notice period constitutes acceptance of the revised Service Terms.

Material changes to arbitration or liquidated-damages provisions will not apply retroactively to disputes that arose before the effective date of the modification.

5.1 Full Payment Obligation

Client agrees to pay all fees stated in the Program Agreement.

Upon execution of the Program Agreement, the entire contracted amount for the initial contractual term becomes legally due and owing.

Any weekly, monthly, periodic, or installment payment arrangement offered by Company is a courtesy, interest-free installment financing arrangement and does not convert the Agreement into a month-to-month arrangement.

Client’s obligation is to pay the entire contracted amount regardless of whether Client chooses to stop participating in or using the Services, except where Client properly exercises the 7-Day Board Alignment Guarantee described in this Agreement.

Non-use, reduced use, voluntary withdrawal, delayed participation, failure to provide materials, dissatisfaction, management changes, board changes, funding changes, organizational changes, or failure to achieve a desired result do not reduce or excuse Client’s payment obligations.

5.2 Initial Six-Month Term

Unless a Program Agreement expressly provides otherwise, Client’s initial engagement consists of a six (6) month committed term beginning on the effective date stated in the Program Agreement.

The payment schedule during this initial six-month term is an installment financing arrangement for the full amount contracted for that initial term.

Client may not terminate the initial six-month payment obligation except through the 7-Day Board Alignment Guarantee expressly described in this Agreement or as otherwise agreed by Company in a signed writing.

5.3 Currency

All fees, refunds, credits, settlements, and other payment obligations under this Agreement are denominated, invoiced, and payable in United States Dollars (“USD”).

Where Company owes Client any amount under this Agreement, including any refund or credit, Company’s obligation is fully discharged by tendering the applicable USD amount.

Client is solely responsible for currency-conversion fees, foreign-transaction fees, exchange-rate spreads, wire fees, bank charges, card fees, or other charges imposed by Client’s financial institution.

5.4 Payment Authorization

By submitting payment information, Client authorizes Company and its payment processors to:

• charge all fees according to Client’s payment schedule;
• retry failed payments up to three (3) times over ten (10) business days;
• charge another authorized payment method on file if the primary payment method fails;
• obtain updated payment information from Client’s card issuer or payment provider where available; and
• add a Twenty-Five Dollar ($25 USD) administrative fee for each failed payment attempt after the first retry.

5.5 Late Fees & Escalating Non-Payment Penalties

Client acknowledges that timely payment is a material obligation.

Any late-fee schedule stated in Client’s Program Agreement applies.

Late fees are cumulative to the extent permitted by law and are intended to compensate Company for the administrative burden, cash-flow disruption, collection effort, resource diversion, and other costs arising from delinquent payments.

Any liquidated damages imposed under this Agreement are intended as reasonable pre-estimates of probable loss and not as penalties.

5.6 Acceleration

If any installment payment is more than thirty (30) calendar days past due, or Client fails to cure a payment breach within the applicable cure period, Company may, at its sole option, declare the entire unpaid contractual balance immediately due and payable (“Acceleration”).

Upon Acceleration, the unpaid balance, including applicable fees, shall bear default interest at the rate of one and one-half percent (1.5%) per month, eighteen percent (18%) annually, or the maximum rate permitted by applicable law, whichever is less, from the date of Acceleration until paid in full.

5.7 Personal Guarantee

If Client is purchasing Services on behalf of a business, nonprofit, foundation, church, corporation, limited liability company, association, or other entity, the individual executing the Personal Guarantee contained in the Program Agreement personally, absolutely, and unconditionally guarantees all payment obligations of Client under this Agreement and the Program Agreement.

The Personal Guarantee is executed in the guarantor’s individual capacity and not solely as a representative of Client.

The existence of the Personal Guarantee does not alter the business-to-business or organization-to-organization nature of the underlying transaction.

The Personal Guarantee is continuing and survives any business closure, organizational dissolution, change in ownership, change in leadership, insolvency, bankruptcy, or other change in Client’s status to the fullest extent permitted by law.

5.8 Right of Offset

Company may offset amounts owed by Client against amounts Company may owe Client under this Agreement, including refunds, credits, guarantee payments, reimbursements, or other amounts.

5.9 Tax Consequences of Unpaid or Forgiven Debt

Client acknowledges that cancellation, forgiveness, discharge, or settlement of debt for less than the full amount owed may have tax consequences.

Client is solely responsible for determining and satisfying any tax obligation arising from forgiven or settled debt.

Company reserves the right to report cancellation of indebtedness or request tax documentation to the extent Company determines such reporting or documentation is required or permitted by applicable law.

Nothing in this section requires Company to cancel or forgive any debt.

6.1 General No-Refund Policy

Except for the 7-Day Board Alignment Guarantee described below, or where otherwise required by applicable law, all fees are non-refundable.

After expiration of the 7-Day Board Alignment Guarantee period, no refund will be issued for any reason unless Company expressly agrees otherwise in a signed writing.

6.2 7-Day Board Alignment Guarantee

Every Client is eligible for the Company’s 7-Day Board Alignment Guarantee, subject to the requirements of this section.

The seven-day guarantee period begins on the calendar date on which Client attends its initial onboarding call with Company.

Attendance at the onboarding call is required to qualify for the guarantee.

To exercise the Board Alignment Guarantee, Client must, within seven (7) calendar days following the date of the onboarding call:

(a) notify Company that Client wishes to exercise the Board Alignment Guarantee; and

(b) attend a call with Company together with at least one additional organizational stakeholder, such as a board member, leadership team member, executive, employee, advisor, or other team member with meaningful involvement in Client’s decision.

During that call, Client and the participating organizational stakeholder must communicate that the organization has reviewed the engagement and has determined that moving forward is not the direction it wishes to pursue.

If these conditions are satisfied within the seven-day period, Company will honor the Board Alignment Guarantee and refund amounts paid by Client under the applicable Program Agreement.

Company will initiate the applicable refund following confirmation that the conditions have been satisfied and will use commercially reasonable efforts to complete the refund within fourteen (14) days, subject to processing times outside Company’s control.

Client may retain any work product or Deliverables already provided during the guarantee period.

Failure to satisfy the conditions above within the seven-day period constitutes full acceptance of the Program and irrevocable expiration of the Board Alignment Guarantee.

6.3 Exclusive Remedy

The refund rights stated in this section are Client’s sole and exclusive refund remedy for dissatisfaction with Services to the fullest extent permitted by law.

7.1 Mandatory Pre-Dispute Resolution

Before initiating any chargeback, reversal, bank dispute, payment dispute, or similar proceeding with a bank, card issuer, payment processor, or financial institution, Client must first contact Company at [email protected] and make a good-faith effort to resolve the issue directly.

Client agrees to allow Company at least fifteen (15) calendar days from the date of Client’s written notice to address a payment-processing issue, including an alleged overcharge, duplicate charge, billing error, or similar payment-processing issue, before escalating the matter.

This fifteen-day pre-dispute period applies specifically to payment-processing issues.

Other contractual disputes remain subject to the applicable cure provisions in this Agreement.

7.2 Waiver of Chargeback Rights

To the fullest extent permitted by law, Client irrevocably waives any right to initiate a chargeback, reversal, or payment dispute regarding a transaction made pursuant to this Agreement except in cases of verified unauthorized fraud, meaning use of Client’s payment method by someone other than Client or Client’s authorized representative without Client’s consent.

7.3 Improper Chargeback as Material Breach

Any chargeback, reversal, or payment dispute initiated in violation of this Agreement constitutes a material breach.

The date on which Client initiates an improper chargeback shall be deemed the date of breach, regardless of whether other payments remain current.

7.4 Liquidated Damages for Improper Chargebacks

Upon an improper chargeback, Client shall pay Company liquidated damages equal to three times (3x) the disputed amount, plus all reasonable costs of collection, arbitration, enforcement, and attorneys’ fees.

Each separately filed chargeback or separately disputed transaction constitutes a separate breach and may result in a separate liquidated-damages obligation.

The parties acknowledge that actual damages arising from improper chargebacks may be difficult to calculate at the time of contracting and may include payment-processing and dispute fees, increased processor monitoring, potential processor penalties, risk to Company’s merchant accounts, administrative costs, reputational damage to Company’s merchant profile, management time, legal costs, collection costs, and other losses.

The parties agree that the three-times multiplier is intended as a reasonable pre-estimate of probable loss associated with an improper dispute and not as a penalty.

7.5 Additional Remedies

In addition to any liquidated damages otherwise permitted under this Agreement, Company may:

• immediately suspend or terminate Services without refund;
• pursue collection of the full outstanding contractual balance;
• report suspected fraudulent disputes to payment processors, fraud-prevention services, or law enforcement where appropriate;
• exercise its Acceleration rights;
• offset disputed amounts against refunds, credits, or other amounts owed to Client; and
• pursue any other remedy available under this Agreement or applicable law.

8.1 Mutual Non-Disparagement Obligation

Each party agrees not to make, publish, or cause to be published any statement regarding the other party, its services, personnel, leadership, contractors, or business that is:

(a) false;

(b) defamatory under applicable law; or

(c) materially misleading and reasonably likely to deceive a reasonable person regarding the other party or its services.

This includes statements made through social media, review platforms, podcasts, videos, interviews, blogs, websites, private groups, publications, or communications to third parties.

Client further agrees not to knowingly file a false report concerning Company with a regulator, payment processor, advertising platform, social platform, or trust-and-safety function.

This section survives termination of the Agreement and continues in perpetuity.

8.2 Carve-Outs

Nothing in this section restricts or prohibits:

(a) truthful statements based on a party’s actual experience, including an honest negative review;

(b) statements made under legal compulsion or lawful process;

(c) statements made in good faith to a regulator, payment processor, platform, attorney, law-enforcement agency, or other appropriate authority based on a reasonable belief in their truth;

(d) private and confidential communications with a spouse, attorney, accountant, financial advisor, therapist, clergy member, or similar advisor; or

(e) statements made in connection with lawful enforcement of this Agreement.

8.3 Material Breach

For purposes of this section, a material breach means a false, defamatory, or materially misleading statement published or caused to be published by a party concerning the other party, its personnel, or its services.

Truthful criticism and statements falling within the carve-outs above do not constitute a breach.

Multiple statements contained in one communication shall ordinarily constitute one breach.

Statements made in separate communications may constitute separate breaches.

8.4 Remedies for Client’s Breach

The parties acknowledge that harm to Company caused by a material breach of this section may be inherently difficult to quantify because Company depends on public reputation, referrals, client relationships, payment-processing relationships, advertising platforms, prospective-client research, and goodwill.

The parties acknowledge that actual harm may include reduced inquiries, lost prospective-client conversions, reputation-management expenses, corrective communications, legal and management costs, payment-processor consequences, advertising-platform consequences, and long-term brand damage.

The parties agree that Twenty-Five Thousand Dollars ($25,000 USD) per material breach represents a reasonable pre-estimate of such harm and is not intended as a penalty.

Accordingly, in the event of Client’s material breach of this section, Client shall pay Company liquidated damages of Twenty-Five Thousand Dollars ($25,000 USD) per material breach, plus reasonable attorneys’ fees and enforcement costs.

Company may also seek injunctive or equitable relief.

8.5 Remedies for Company’s Breach

If Company materially breaches this section, Client shall provide written notice specifying the alleged breach.

Company shall have fifteen (15) calendar days from receipt of notice to cure the alleged breach by removing, retracting, correcting, or otherwise curing the applicable statement where reasonably possible.

If Company fails to cure within that period, Client may seek actual damages that Client can prove with reasonable certainty and any equitable relief otherwise available under law.

8.6 Differing Remedies

The parties acknowledge that the remedies provided above reflect differing types and quantifiability of potential harm and are not intended to reflect differing contractual consideration.

8.7 Consumer Review Fairness Savings Clause

Nothing in this Agreement is intended to prohibit, restrict, or penalize Client for a truthful review, honest performance assessment, or other lawful statement based on Client’s actual experience.

Nothing in this Agreement shall be interpreted to require Client to transfer intellectual property rights in a lawful review or to penalize Client merely for publishing an honest negative review.

The liquidated-damages provisions of this section apply only to conduct that constitutes a material breach as defined above and only to the extent permitted by applicable law.

10.1 No Success Guarantees

Except for the specific refund right contained in the 7-Day Board Alignment Guarantee, Company does not guarantee any particular business, fundraising, donor, marketing, advertising, or financial result.

Without limitation, Company does not guarantee:

• donation revenue;
• fundraising performance;
• donor retention;
• donor lifetime value;
• donor acquisition;
• lead generation;
• sales;
• revenue;
• return on investment;
• return on advertising spend;
• views;
• audience growth;
• email opens, clicks, or conversions;
• advertising performance;
• organizational growth;
• engagement;
• donor behavior; or
• any other particular financial, marketing, fundraising, or organizational result.

Results depend on many factors outside Company’s control, including Client participation, execution, audience, donor behavior, market conditions, economic conditions, messaging, offer quality, timing, reputation, industry, organizational leadership, and other factors.

10.2 As-Is / As-Available

TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICES, DELIVERABLES, SOFTWARE FEATURES, AI-ASSISTED FEATURES, STRATEGIES, AND OTHER MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.3 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.4 No Consequential Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DONATIONS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, LOST FUNDING, LOST GOODWILL, OR SIMILAR DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

11.1 Company Intellectual Property

All frameworks, systems, methods, processes, training materials, methodologies, templates, workflows, internal documentation, software configurations, production systems, studio methodologies, strategies, tools, and other pre-existing or generally applicable intellectual property created, developed, or owned by Company are proprietary to Company and protected by applicable intellectual-property law.

Client receives only the rights expressly granted under the Program Agreement and these Service Terms.

11.2 Client Deliverables

Subject to Client’s full payment of all amounts due under the Agreement, Client owns the final custom video and creative Deliverables specifically created for Client under the applicable Program Agreement.

Company retains ownership of its underlying intellectual property, systems, frameworks, processes, templates, methodologies, know-how, and tools incorporated into or used to create those Deliverables.

11.3 Client Content

Client retains ownership of original content and materials supplied by Client.

Client grants Company a non-exclusive license to possess, copy, edit, modify, process, reproduce, transmit, repurpose, and otherwise use Client-supplied materials as reasonably necessary to provide the Services.

11.4 Prohibition on Misuse

Unauthorized reproduction, sale, distribution, sublicensing, reverse engineering, disclosure, or commercialization of Company’s proprietary systems, methods, templates, training materials, or other protected intellectual property is prohibited and constitutes a material breach.

Company may seek injunctive relief, damages, and other remedies available under law.

12.1 Testimonials and Marketing Materials

Any testimonial provided by Client must be truthful and reflect Client’s actual experience.

Unless otherwise agreed in writing, Client grants Company a perpetual, worldwide, royalty-free license to use, reproduce, edit, publish, and display Client’s business or organization name, logo, approved Deliverables, testimonials, publicly available information, and documented success metrics for Company marketing purposes, including portfolios, case studies, websites, presentations, advertisements, social media, proposals, and sales materials.

Company will not knowingly misrepresent Client’s results or statements.

12.2 Non-Solicitation / Non-Circumvention

During the term of the Agreement and for twenty-four (24) months following completion or termination, Client shall not directly or indirectly solicit, hire, employ, contract with, engage, recruit, or otherwise retain any Company employee or contractor outside of Company’s approved relationship or channels without Company’s prior written consent.

Client shall not use another entity, affiliate, intermediary, contractor, or individual to circumvent this restriction.

A violation constitutes a material breach and entitles Company to pursue injunctive relief, actual damages, attorneys’ fees, enforcement costs, and any other remedy available under applicable law.

13.1 Company Confidential Information

Client acknowledges that Company’s methods, strategies, pricing structures, frameworks, systems, processes, workflows, templates, contractor relationships, employee relationships, production methods, training materials, business methods, and other non-public information are proprietary and confidential.

Client agrees not to disclose, distribute, reproduce, share, teach, sell, publish, or otherwise make Company Confidential Information available to a third party except as reasonably necessary for Client’s internal organizational use.

13.2 Survival

This confidentiality obligation survives termination of the Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify for protection under applicable law.

14.1 Initial Six-Month Commitment

Unless otherwise stated in the Program Agreement, Client’s initial Program term is six (6) months.

The entire financial obligation for that initial term becomes due upon execution of the Program Agreement, although Company may permit Client to satisfy that obligation through installments.

Client may discontinue participation, but discontinuing participation does not eliminate the remaining payment obligation for the initial term.

14.2 Automatic Transition to Recurring Service

Unless the Program Agreement expressly provides otherwise, after completion of Client’s initial six-month term, Client will automatically transition into the applicable ongoing recurring service.

To prevent the recurring service from beginning, Client must provide Company with written notice of cancellation no later than seven (7) calendar days before the end of the initial six-month term.

If Company does not receive timely written notice, Client’s recurring service will begin immediately following expiration of the initial term.

14.3 Cancellation of Recurring Service

After Client has entered the recurring service period, Client may cancel the recurring service at any time by providing Company with ninety (90) days’ written notice.

Services and billing continue during the entire ninety-day notice period.

Client remains responsible for all recurring fees due during the notice period regardless of Client’s level of participation or use.

The recurring relationship terminates at the conclusion of the ninety-day notice period after all amounts due have been paid.

14.4 Client Withdrawal

Client may stop actively participating in a Program at any time.

Except where Client timely and properly exercises the Board Alignment Guarantee, voluntary withdrawal does not relieve Client of payment obligations and does not entitle Client to a refund.

14.5 Termination by Company

Company may suspend or terminate Services immediately if Client:

• materially breaches this Agreement;
• fails to make a payment when due;
• initiates an improper chargeback;
• engages in unlawful conduct relating to the Services;
• abuses, threatens, harasses, or materially interferes with Company personnel or contractors; or
• otherwise engages in conduct that materially impairs Company’s ability to provide Services.

Termination by Company does not eliminate payment obligations that accrued or became due before termination or that survive termination under this Agreement.

14.6 Mutual Termination

This Agreement may be terminated by mutual written agreement of both parties.

Unless that written agreement expressly states otherwise, provisions identified as surviving termination remain in effect.

14.7 Cure Period

Material breaches require written notice except where this Agreement expressly authorizes immediate suspension or termination.

Breaches arising solely from a payment-processing issue, such as an alleged overcharge, duplicate charge, or billing error, must be cured within fifteen (15) calendar days.

Other curable breaches must be cured within thirty (30) calendar days after written notice.

Failure to cure within the applicable period constitutes grounds for enforcement or termination.

14.8 Survival

The following provisions survive termination, expiration, withdrawal, cancellation, rescission, or completion of the Agreement:

• payment obligations;
• Personal Guarantee;
• Acceleration rights;
• chargeback provisions;
• liquidated-damages obligations;
• non-disparagement;
• indemnification;
• disclaimers and limitation of liability;
• intellectual-property provisions;
• non-solicitation and non-circumvention;
• confidentiality;
• collection rights;
• governing law;
• arbitration;
• accrued obligations; and
• any other provision that by its nature is intended to survive.

15.1 Costs of Collection

If Company must pursue collection of amounts owed, Client agrees, to the fullest extent permitted by law, to pay reasonable costs and expenses incurred in collection, including:

• attorneys’ fees;
• court costs;
• filing fees;
• arbitration fees;
• collection-agency fees;
• skip-tracing or asset-location expenses; and
• other reasonable enforcement costs.

15.2 Credit Reporting

Company reserves the right to report delinquent accounts to business or consumer credit-reporting agencies to the extent permitted by applicable law and after providing any notice required by law.

15.3 Acceleration Upon Default

Upon an event of default, including nonpayment, improper chargeback, or other material breach, Company may exercise its Acceleration rights and pursue remedies available under this Agreement or applicable law, concurrently or sequentially.

15.4 Third-Party Collections

Company may assign, refer, or transfer a delinquent account to collection agencies, attorneys, or other third parties for recovery.

Client consents to Company providing those parties with account information, signed agreements, payment records, communications, service-delivery records, and other information reasonably necessary for collection.

17.1 Agreement to Arbitrate

Client and Company agree to resolve disputes arising out of or relating to this Agreement exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Federal Arbitration Act.

This includes disputes regarding the formation, interpretation, validity, enforceability, scope, performance, or breach of this Agreement or any incorporated document.

17.2 Seat / Venue

The arbitration shall be seated in Berrien County, Michigan, and conducted before one neutral arbitrator experienced in commercial contracts.

The arbitrator may permit or require proceedings to occur remotely by video conference where appropriate.

17.3 Delegation

To the fullest extent permitted under applicable law, the arbitrator, rather than a court, shall have authority to resolve gateway issues concerning arbitrability, jurisdiction, scope, interpretation, formation, validity, or enforceability of the arbitration provision.

17.4 Individual Claims Only / Class Action Waiver

ALL ARBITRATION SHALL PROCEED ON AN INDIVIDUAL BASIS ONLY.

CLIENT AND COMPANY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION TO THE FULLEST EXTENT PERMITTED BY LAW.

The arbitrator may not consolidate claims of different parties or award relief on behalf of persons who are not parties to the arbitration.

17.5 Fees & Attorneys’ Fees

Each party shall initially bear its own arbitration costs unless applicable rules require otherwise.

The prevailing party may recover reasonable attorneys’ fees, arbitration fees, and enforcement costs from the non-prevailing party to the extent permitted by applicable law and determined by the arbitrator.

17.6 Small Claims Option

Either party may bring an eligible individual claim in an appropriate Michigan small-claims court located in or serving Berrien County instead of arbitration if the claim falls within that court’s jurisdiction.

17.7 Confidentiality

To the fullest extent permitted by law, arbitration proceedings, evidence, submissions, testimony, and awards shall remain confidential except as reasonably necessary for judicial enforcement, collection, legal advice, regulatory compliance, or as otherwise required by law.

17.8 Survival & Severability

This arbitration provision survives termination, expiration, or completion of the Agreement.

If any portion of the arbitration provision, other than the class-action waiver, is found unenforceable, the remaining portions remain in force to the maximum extent permitted by law.

If the class-action waiver is found unenforceable in a manner that invalidates the arbitration provision as a whole, exclusive jurisdiction for the applicable dispute shall lie in the appropriate state courts located in or serving Berrien County, Michigan, or the applicable United States District Court serving Berrien County, Michigan.

17.9 Injunctive Relief

Notwithstanding the arbitration requirement, Company may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction where reasonably necessary to protect intellectual property, trade secrets, Confidential Information, personnel relationships, non-solicitation rights, or payment rights.

17.10 Statute of Limitations

To the fullest extent permitted by law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim first accrues.

Failure to bring a claim within that period constitutes a waiver of that claim to the fullest extent permitted by applicable law.

18.1 Client Compliance

Client is responsible for compliance with laws applicable to Client’s business and activities, including fundraising, advertising, privacy, donor communications, email, SMS, telemarketing, data protection, intellectual property, charitable solicitation, and platform-specific requirements.

Content Client publishes or directs Company to publish remains Client’s responsibility.

18.2 Releases and Permissions

Client is responsible for obtaining any consent, authorization, license, release, location permission, appearance release, parental or guardian permission, organizational approval, intellectual-property permission, donor permission, beneficiary permission, or other authorization necessary for Company to create or use materials at Client’s direction.

Client represents that it has the legal right to provide Company with materials, data, photographs, recordings, footage, testimonials, stories, claims, logos, trademarks, donor information, and other content supplied to Company.

Company may rely upon Client’s representation without independently verifying each permission or authorization.

19.1 Travel and Production Expenses

Unless a Program Agreement expressly states otherwise, airfare, lodging, ground transportation, rental vehicles, baggage costs, visas, permits, location fees, meals, shipping, equipment rentals, local production support, fixers, licensing, production expenses, and other reasonable travel or production expenses are additional to Company’s service fees and are Client’s responsibility.

19.2 Travel and Production Disruptions

Company shall not be deemed in breach because a production, filming date, trip, meeting, or other scheduled activity must be delayed, rescheduled, relocated, or modified due to circumstances outside Company’s reasonable control.

Such circumstances may include flight delays or cancellations, severe weather, illness, natural disaster, war, terrorism, civil unrest, border closures, government actions, permit issues, visa issues, safety concerns, epidemics, pandemics, transportation interruptions, equipment failures, internet outages, location issues, participant cancellations, or similar events.

Company may reasonably reschedule affected Services.

19.3 Force Majeure

Neither party shall be liable for delay or failure to perform obligations caused by events beyond that party’s reasonable control, except that Client’s obligation to pay amounts already earned or contractually due is not excused solely by a force-majeure event.

Severability

If a provision of this Agreement is determined to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable where permitted.

If modification is not possible, that provision shall be severed without affecting the validity of the remaining Agreement.

No Waiver

Failure by Company to enforce a provision on one occasion does not waive Company’s right to enforce that provision later.

A waiver is effective only if made in writing by an authorized representative of Company.

Assignment

Client may not assign or transfer its rights or obligations under this Agreement without Company’s prior written consent.

Company may assign this Agreement in connection with a merger, acquisition, sale, restructuring, financing, or transfer of substantially all relevant Company assets or operations.

Electronic Signatures

Electronic signatures, digital acceptance, electronic records, and counterparts shall have the same force and effect as original signatures to the fullest extent permitted by applicable law.