Terms of Service

4(a). Client Deliverables Ownership (Upon Full Payment)

Upon full and final payment of all amounts due, Client owns the final project deliverables created specifically for Client and expressly identified as final deliverables (e.g., the finished exported video file(s), final website design assets, final published pages, or final compiled deliverable packages) (“Deliverables”). For clarity, drafts, working files, source files, project files, editable files, project files, and internal production materials are not necessarily Deliverables unless expressly stated in writing in the applicable Service Agreement/SOW.

4(b). MMS Pre-Existing IP; Underlying Code; AI Frameworks (Retained Ownership)

Notwithstanding the foregoing, MMS retains all ownership, rights, title, and interest in and to its proprietary and pre-existing tools, systems, code, and know-how used to create or deliver the Deliverables, including without limitation underlying code, AI prompts, prompt frameworks, custom code snippets, libraries, templates, workflows, automation logic, training methodologies, internal documentation, background technology, AI frameworks, and reusable components (“Proprietary Tools”). Client is granted a non-exclusive, worldwide, non-transferable license to use the Proprietary Tools solely as incorporated in, embedded in, or necessary to use the Deliverables for Client’s internal business purposes, and not for resale, redistribution, sublicensing, extraction, or standalone use.

4(c). Prohibited Use

You may not resell, redistribute, or reverse-engineer our AI training protocols or proprietary funnel designs without express written consent.

4(d). Refunds & IP

Any refund consideration does not transfer ownership of MMS intellectual property. Any limited licenses granted under these Terms remain subject to the restrictions in this Section 4 and any applicable Service Agreement/SOW. Refund requests (if eligible) must be submitted within 2 calendar days and follow the process in Section 16.

5. COMPANY AFFILIATES & STRATEGIC PARTNERS (Comprehensive)

MMS may work with affiliated companies, contractors, and strategic partners to provide certain services, software, hosting, AI platforms, communication tools, or implementation support. These relationships may include referral arrangements, white-label relationships, reseller relationships, or commission-based partnerships.

5(a). Third-Party Platforms; No Control

Certain parts of our services may rely on third-party systems (including but not limited to CRM platforms, automation tools, voice/SMS providers, hosting providers, analytics tools, and AI model providers). MMS does not control these third-party services and is not responsible for their downtime, outages, changes, pricing, policies, feature removals, security incidents, or performance, except to the extent caused by MMS’s own negligence or breach.

5(b). Fees, Billing, and Separate Terms

Third-party platforms may require you to accept their terms of service and may bill you directly. In other cases, MMS may bundle or pass through third-party costs. You are responsible for third-party charges, overages, usage fees, telecom/SMS fees, carrier fees, and taxes unless expressly included in writing. MMS may require that you maintain active third-party subscriptions for your systems to function.

5(c). Referrals, Commissions, and Disclosures

You acknowledge MMS may receive compensation (including commissions, referral fees, or other consideration) in connection with third-party tools or partners we recommend or integrate. Our recommendations are made based on compatibility with our workflows and client needs; you are not obligated to use our links unless the Service Agreement/SOW requires specific tooling for implementation.

5(d). Third-Party Terms Compliance

Client acknowledges that the Services may rely on or integrate with third-party platforms (including without limitation AI model providers, communication APIs, and hosting services). Client agrees to comply with all applicable terms and conditions of such third-party providers. MMS is not liable for any service interruptions, account bans, suspensions, enforcement actions, or limitations resulting from Client’s violation of third-party terms, policies, or acceptable use requirements.

5(e). AI Agent Conduct & Data 

• Human-Like Interaction: Our AI agents are designed to host human-like conversations. While we train these agents for high accuracy, MMS is not liable for unintended responses generated by the AI.
• AI Performance & Accuracy Disclaimer: While MMS strives for high-quality AI training, AI agents (including automated attendants and voice agents) may generate inaccurate, incomplete, or unexpected outputs (“hallucinations”). MMS is not liable for any specific advice, promises, commitments, representations, or information provided by an AI agent that results in misinformation, business loss, lost profits, reputational harm, or reliance-based decisions by the Client, the Client’s customers, or any third party. Client is responsible for monitoring, reviewing, and validating AI outputs and for implementing appropriate safeguards, disclaimers, and escalation pathways to human review.
• Data Usage: By using our AI automation, you authorize MMS to process lead data for the purpose of optimizing your engagement and sales funnels.

6. DISPUTE RESOLUTION (Arbitration; Venue for Court Actions)

Any dispute, claim, or controversy arising out of or relating to these Terms or the services provided by MMS shall be resolved through binding arbitration on an individual basis, and not in a class, collective, or representative action, except where prohibited by applicable law. The arbitration shall be conducted in accordance with the applicable arbitration rules in effect at the time the arbitration is initiated. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees under applicable law or an applicable written agreement between the parties. To the extent a dispute is permitted to be filed in court (including without limitation an action to enforce an arbitration award, compel arbitration, or seek injunctive or equitable relief), the parties agree to the venue provisions in Section 14 (Governing Law & Venue).

7. REVISIONS 

Unless otherwise stated in a Service Agreement/SOW, proposals typically include a defined number of revisions. Additional revisions, change requests, scope expansions, or rework due to changes in client direction may be billed at MMS’s then-current rates and may extend delivery timelines. Client approvals or sign-offs may be required to proceed to subsequent phases.

7(a). DEEMED ACCEPTANCE 

Client agrees to provide feedback, requested changes, or approval within seven (7) business days of receiving any deliverable, draft, preview, prototype, or other work product from MMS (each, a “Submission”). If Client does not provide feedback or approval within this period, the Submission will be deemed accepted as final for that phase, and MMS may (i) proceed to the next phase, (ii) publish, deploy, or otherwise finalize the work (as applicable), and/or (iii) issue a milestone or final invoice consistent with the applicable Service Agreement/SOW, proposal, invoice, or checkout terms.

7(b). PROJECT ABANDONMENT 

If Client fails to provide necessary assets, information, or access credentials (including without limitation logos, brand guidelines, copy, approvals, logins, hosting/CRM access, domain access, or other required materials), or fails to respond to communications for a period of thirty (30) consecutive calendar days, the project will be deemed “Abandoned.” In the event of Abandonment, MMS reserves the right to (i) pause or terminate the project and/or related services, (ii) retain all payments made (including deposits, setup fees, milestone payments, and amounts already paid under payment plans), and (iii) mark the service as completed for accounting and delivery purposes, with no further obligation to perform, deliver, or continue work unless MMS agrees in writing to re-engage (which may require additional fees and updated timelines).

8. COPYRIGHT / MUSIC (Client Responsibility)

Client represents and warrants that any content provided to MMS (including logos, videos, images, text, and music/audio) is owned by the Client or properly licensed for the intended use. Client is solely responsible for securing any required licenses, clearances, permissions, and payments (including performance rights, synchronization rights, mechanical licenses, and other royalties). MMS is not responsible for copyright claims arising from Client-provided materials or Client-directed use of copyrighted works.

9. CONFIDENTIALITY 

Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party in connection with the Services, including without limitation trade secrets, proprietary processes, internal strategies, pricing, business plans, financial data, client/customer information, non-public marketing data, technical documentation, automation logic, workflows, and other sensitive business information (“Confidential Information”).

9(a). Obligations

Each party agrees to: (i) use the other party’s Confidential Information solely as necessary to perform or receive the Services; (ii) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care); and (iii) not disclose Confidential Information to any third party except to its employees, contractors, professional advisors, or service providers who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

9(b). Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes publicly available through no breach of these Terms; (ii) was already lawfully known by the receiving party without restriction prior to disclosure; (iii) is lawfully received from a third party without breach of any duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

9(c). Compelled Disclosure 

If the receiving party is required by law, court order, or governmental request to disclose Confidential Information, it may do so provided it (to the extent legally permitted) gives prompt notice to the disclosing party and reasonably cooperates in seeking protective treatment.

9(d). Survival. 

This Section 9 survives termination or expiration of these Terms.

10. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

MMS provides the Services and any digital products on an "as-is" and "as-available" basis. To the maximum extent permitted by law, MMS disclaims all warranties and conditions of any kind, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted service, and any warranties arising out of course of dealing or usage of trade. MMS does not warrant that the Services will be error-free, uninterrupted, secure, or that any defects will be corrected.

10(a) Limitation of Liability

We do not guarantee specific revenue outcomes. To the maximum extent permitted by law, MMS shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunities, resulting from or related to the use of our digital products or Services (including AI services). To the maximum extent permitted by law, the total aggregate liability of Melodic Montage Studios LLC for any claim arising out of or related to the Services (whether in contract, tort, negligence, strict liability, or otherwise) shall not exceed the total fees paid by Client to MMS during the six (6) month period immediately preceding the event giving rise to the claim.

11. INDEMNIFICATION

Client agrees to indemnify and hold harmless Melodic Montage Studios LLC and its officers, employees, and agents from any claims, damages, or legal fees arising from (a) Client’s breach of these terms, (b) the content provided by Client for use in videos, websites, or AI training, or (c) Client’s use of AI agents in a manner that violates third-party rights.

11(a). CLIENT ASSET INDEMNIFICATION (Ownership & Permission Warranty)

Client represents and warrants that all assets, materials, and content provided to MMS (including without limitation photos, images, video, audio, text/copy, fonts, logos, trademarks, branding elements, and any other intellectual property) are owned by Client or that Client has obtained all necessary rights, licenses, permissions, and releases for MMS to use such assets as contemplated by the engagement. Client agrees to indemnify, defend, and hold harmless MMS and its officers, employees, contractors, and agents from and against any and all claims, demands, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) any allegation that Client-provided assets infringe, misappropriate, or otherwise violate any third-party intellectual property, privacy, or publicity rights, or (ii) Client’s failure to obtain required permissions, licenses, or releases for such assets.

12. TERM & TERMINATION

These Terms begin on the earliest of: (i) the date Client accepts these Terms (including via “Acceptance by Use”); (ii) the date Client pays any invoice; or (iii) the effective date of an applicable Service Agreement/SOW referencing these Terms, and will continue until the Services are completed and/or any subscriptions or recurring services are terminated in accordance with these Terms and the applicable Service Agreement/SOW.

12(a). Termination for Convenience (30 Days’ Notice)

Either party may terminate ongoing/recurring Services for convenience with thirty (30) days’ written notice, unless a different notice period is stated in the applicable Service Agreement/SOW. Termination for convenience does not relieve Client of the obligation to pay for (i) Services performed, (ii) fees earned, (iii) third-party costs incurred or committed, and (iv) any unpaid balances under invoices or payment plans, through the effective termination date.

12(b). Termination for Cause

Either party may terminate immediately upon written notice if the other party: (i) materially breaches these Terms or an applicable Service Agreement/SOW and fails to cure such breach within ten (10) days after written notice (or within a shorter cure period if required by law or if the breach is incapable of cure); or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed. MMS may also terminate immediately for non-payment, fraud, or misuse of the Services, including misuse of AI, messaging, or communication systems.

12(c). Effect of Termination

Upon termination, Client’s access to any hosted systems, automations, portals, and/or AI agent services may be suspended or disabled as of the effective termination date (or earlier in the event of termination for cause), subject to any applicable wind-down period stated in the Service Agreement/SOW. Digital products (e.g., Playbooks) are generally non-refundable once access is granted, subject to Section 15 where applicable.

13. FORCE MAJEURE (Including Technical Force Majeure)

MMS shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond MMS’s reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, strikes or labor disputes, governmental actions or regulations, epidemics/pandemics, power failures, internet outages, telecommunications failures, failures or downtime of third-party platforms or infrastructure (including AI model downtime, hosting/cloud failures, or API/provider outages), or other events of force majeure.

13(a). Technical Force Majeure

Without limiting the foregoing, “force majeure” includes major technical events outside of MMS’s reasonable control, including global or widespread internet outages, cloud service provider failures or disruptions (including without limitation AWS, Azure, and comparable providers), and major third-party API interruptions, restrictions, shutdowns, or deprecations (including without limitation OpenAI and comparable providers) that materially impact MMS’s ability to provide the Services.

MMS will use commercially reasonable efforts to resume performance as soon as practicable.

14. GOVERNING LAW & VENUE

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

14(a) Mandatory Mediation (Prerequisite to Arbitration/Court Where Permitted)

In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If negotiation fails, the parties agree to submit the dispute to a mutually agreed-upon mediator before initiating any legal proceedings or arbitration, except where prohibited by applicable law or where a party seeks temporary injunctive or equitable relief to prevent immediate and irreparable harm.

To the extent any dispute is permitted to be brought in court (including without limitation actions to compel arbitration, enforce an arbitration award, or seek injunctive or equitable relief), the parties agree that such action shall be brought exclusively in the state or federal courts located in Florida, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on inconvenient forum.

15. PRECEDENCE OF SERVICE AGREEMENTS

In the event of a conflict between these Master Terms of Service and a specific, signed Service Agreement or Statement of Work (SOW) between Melodic Montage Studios LLC and the Client, the terms of the individual Service Agreement or SOW shall supersede these Terms to the extent of the conflict, specifically tailored to the unique needs of the client engagement.

15(a). ENTIRE AGREEMENT; MODIFICATIONS (MERGER CLAUSE)

These Terms, together with any applicable Service Agreement, Statement of Work (SOW), proposal, checkout page terms, and/or invoice, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, understandings, or agreements, whether oral or written. No modification, amendment, or waiver of any provision of these Terms shall be binding unless made in writing and agreed to by both parties.

15(b). PUBLICITY RIGHTS (PORTFOLIO CLAUSE)

Unless Client provides a written opt-out request at the start of the project (prior to MMS publishing any materials), Client grants MMS a non-exclusive, worldwide, royalty-free license to display, reproduce, publish, and publicly perform the project deliverables and results created for Client (including videos, websites, designs, funnels, and AI automation outcomes such as anonymized screenshots, performance visuals, or workflow demonstrations) in MMS’s portfolio, website, social media, case studies, proposals, and other marketing or promotional materials. MMS will not knowingly disclose Client confidential information in such materials.

15(c). NON-SOLICITATION OF PERSONNEL

During the term of the engagement and for twelve (12) months following termination or expiration of the engagement, Client shall not directly or indirectly solicit, recruit, induce, encourage, hire, or attempt to hire any employee or independent contractor of MMS who was involved in providing services to Client or who Client became aware of through the engagement, without MMS’s prior written consent.

15(c)(1). No Poaching (Talent Protection)

Without limiting the foregoing, during the term of the engagement and for twelve (12) months thereafter, Client shall not, directly or indirectly, (a) hire or engage (as an employee, consultant, independent contractor, or otherwise), (b) solicit, recruit, or attempt to hire or engage, or (c) induce or encourage to terminate or reduce their relationship with MMS, any MMS employee or contractor, regardless of whether such individual was assigned to Client’s account, if Client learned of, met, communicated with, or was introduced to such individual in connection with the Services, project communications, or the engagement.

15(c)(2). Liquidated Damages (No Poaching)

In the event of a breach of this Section, Client agrees that MMS will suffer substantial damages that are difficult to quantify; therefore, Client shall pay liquidated damages equal to 50% of the individual’s annual salary (for employees) or 50% of the individual’s annualized contract value (for contractors), in addition to any other remedies available at law or in equity.

15(d). INDEPENDENT CONTRACTOR STATUS

MMS provides the Services as an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary relationship, or employer-employee relationship between MMS and Client. Neither party has the authority to bind or obligate the other to any third-party commitment, contract, or liability.

15(e). ASSIGNMENT

Client may not assign, delegate, or transfer these Terms (in whole or in part), by operation of law or otherwise, without MMS’s prior written consent. Any attempted assignment in violation of this Section is void. MMS may assign these Terms to an affiliate, successor, or acquirer in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, or as otherwise permitted by law.

15(f). ELECTRONIC SIGNATURES; ELECTRONIC RECORDS; ACCEPTANCE BY USE

Client agrees that (i) electronic signatures, click-to-accept mechanisms, and acknowledgments are legally binding; (ii) electronically delivered records (including invoices, notices, disclosures, and agreements) satisfy any requirement that such records be in writing; and (iii) Client’s continued access or use of the website, Services, AI agents, digital products, or payment of any invoice constitutes acceptance of these Terms as of that date, with the same legal effect as a handwritten signature.

16. REFUND QUALIFICATIONS & REQUEST PROCESS (2-Day Window)

Refunds are not guaranteed and are only available if expressly stated in your Service Agreement/SOW, proposal, invoice, or checkout page, and only if you meet the qualifications below and follow the request process.

16(a) How to Request a Refund (Required)
To request a refund, you must email admin@melodicmontage.studio and include: (i) your full name, (ii) the email used at purchase, (iii) the invoice/receipt number, (iv) the product/service purchased, (v) the reason for the request, and (vi) any supporting documentation reasonably requested by MMS. Refund requests must be submitted in compliance with the timing requirements in Section 16(e). All communications and documentation provided as part of a refund request are subject to the confidentiality obligations in Section 9.

16(b) Revision Exhaustion Requirement
Before any refund request will be considered, Client must use and exhaust all included revision rounds, change cycles, or optimization rounds provided in the applicable Service Agreement/SOW, proposal, invoice, checkout page, dashboard, or program description (as applicable). If Client has not exhausted the included revisions (or has declined to participate in the revision process), the refund request will not be eligible for consideration.

16(c) Resource Utilization (Training/Platform Resources)
Before any refund request will be considered, Client must demonstrate good-faith effort to use the resources provided by MMS and/or the applicable platform(s), including any training modules, tutorials, documentation, support articles, checklists, templates, and/or instructions provided in connection with the purchased product or service. Upon request, Client must provide reasonable proof of resource utilization (e.g., screenshots, timestamps, completion confirmations, support ticket history, or other documentation). Failure to provide proof of utilization may render the refund request ineligible for consideration.

16(d) Onboarding / Strategy Session Completion
If the purchased product or service includes an onboarding call, implementation call, or strategy session (including any required onboarding/activation steps), Client must schedule and attend the session(s) and complete required onboarding actions as reasonably requested by MMS before any refund request will be considered. Failure to schedule/attend required sessions or complete onboarding requirements may render the refund request ineligible for consideration.

16(e) Refund Request Window
You must submit your refund request within 2 calendar days of purchase (or within 2 calendar days of the start date stated in the applicable Service Agreement/SOW, if later). Requests submitted after this window will not be eligible for refund consideration.

17. CONTACT INFORMATION

For questions regarding these Terms or to report any technical issues, please contact:
Melodic Montage Studios LLC
Email: admin@melodicmontage.studio
Website: https://melodicmontage.studio/media

18. AI USAGE & ETHICS

Client acknowledges and agrees that AI-driven solutions (including without limitation automated attendants, AI chat agents, AI voice agents, and related automations) are tools that generate responses based on training data, prompts, configurations, third-party model behavior, and probabilistic outputs. MMS does not guarantee that AI outputs will be accurate, complete, or appropriate for any particular purpose. MMS is not liable for AI “hallucinations,” unexpected outputs, errors, omissions, downtime, misrouting, or any damages, losses, claims, or liabilities arising from or related to the AI’s interactions with Client, Client’s customers, or any third party. Client is solely responsible for (i) reviewing, monitoring, and validating AI outputs and interactions, (ii) implementing appropriate safeguards and human escalation pathways, and (iii) ensuring Client’s use of AI tools and any AI-generated content complies with all applicable laws, regulations, industry rules, and ethical standards.

19. CLIENT DATA & PRIVACY (Client Responsibility)

Client is solely responsible for the accuracy, quality, and legality of all data, content, instructions, prompts, lists, scripts, and materials provided to MMS for AI training, automation configuration, voice/SMS/email deployment, lead routing, analytics, web integration, or any other implementation (collectively, “Client Data”). Client represents and warrants that Client has all necessary rights, permissions, and lawful bases (including required notices and consents) to provide Client Data to MMS and to enable MMS and its subprocessors to process Client Data as contemplated by the Services. Client must maintain an up-to-date and publicly accessible Privacy Policy on Client’s own website that accurately discloses the collection, use, sharing, and processing of user data by Client’s website, forms, tracking tools, and any AI tools or automated agents used in connection with the Services (including any applicable disclosures for chat, SMS, voice, and analytics).

20. DATA PROCESSING & AI PRIVACY (Client Data)

To the extent MMS processes Client data (including personal data) in connection with the Services (including without limitation AI automation, AI agents, lead capture, forms, chat, SMS, voice interactions, email campaigns, web hosting, and analytics), the parties agree as follows:

20(a) Purpose Limitation; No Sale of Data. MMS will use and process Client data solely to perform the Services, provide support, maintain and improve the systems as requested, and fulfill legal obligations. MMS does not sell Client data to third parties.

20(b) Compliance & Security. MMS will handle Client data using commercially reasonable administrative, technical, and organizational safeguards and in a manner intended to comply with applicable privacy and data protection laws and standard privacy regulations (as applicable to the engagement). Client is responsible for ensuring Client’s own privacy notices, consents, and lawful bases for collection and processing are in place for any data Client or Client’s customers provide.

20(c) Subprocessors / Third-Party Tools. Client acknowledges MMS may use third-party tools and subprocessors (including AI model providers, communications APIs, hosting providers, analytics providers, and automation platforms) to provide the Services. Client authorizes MMS to use such third parties to the extent necessary for performance, subject to Section 5 and any applicable third-party terms.

20(d) AI Tools; Model Training. Client acknowledges MMS may use AI tools in performing the Services. Unless the parties expressly agree in writing, MMS will not knowingly use Client data to train public or generally available AI models. Client further acknowledges that certain third-party AI providers may process inputs to provide outputs and may retain or use data in accordance with their own terms and policies; Client agrees to comply with and review such third-party terms where applicable.

21. SEVERABILITY & NO WAIVER

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable (or, if not possible, severed) without affecting the enforceability of the remaining provisions. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

22. SURVIVAL

The provisions of these Terms that by their nature should survive termination or expiration shall survive, including without limitation: Section 4 (Intellectual Property), Section 6 (Dispute Resolution), Section 9 (Confidentiality), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 14 (Governing Law & Venue), Section 15(b) (Non-Solicitation of Personnel), and any other provisions necessary to enforce the parties’ rights and obligations.

23. CLIENT DATA & PRIVACY

Client is responsible for the accuracy and legality of all data provided to Melodic Montage Studios LLC for AI training or web integration. Client must maintain an up-to-date Privacy Policy on Client’s own website that covers the collection and processing of user data by AI tools.

24. THIRD-PARTY API FEES & SUBSCRIPTIONS (Including Third-Party Platform Dependencies)

Unless otherwise agreed in writing, Client is solely responsible for all ongoing third-party costs associated with Client’s AI agents, web properties, or marketing tools, including without limitation API usage fees (e.g., Open AI, Eleven Labs, Vapi), hosting, and software subscriptions.

25(a).Third-Party Platform Dependencies

Client acknowledges that portions of the Services may depend on or integrate with third-party platforms and providers (including without limitation Go High Level, Open AI, AWS, Stripe, and comparable services). Melodic Montage Studios LLC does not control such third-party platforms and is not liable for any service interruptions, outages, degradations, changes, data loss, security incidents, account limitations, enforcement actions, business downtime, lost profits, lost revenue, or other damages arising from or related to third-party platform performance or availability, except to the extent directly caused by Melodic Montage Studios LLC’s own gross negligence or willful misconduct.

Melodic Montage Studios LLC is not responsible for service interruptions caused by Client’s failure to maintain active third-party accounts, subscriptions, permissions, payment methods, or balances.

26. SERVICE SUSPENSION ("KILL SWITCH")

In the event of non-payment or a breach of these Terms, Melodic Montage Studios LLC reserves the right to immediately suspend, deactivate, or “kill” any active AI agents, websites, portals, automations, or other digital deliverables and/or hosted systems until all outstanding balances are paid in full and/or the breach is cured (as applicable). Melodic Montage Studios LLC is not liable for any loss of business, revenue, goodwill, or data resulting from such suspension.

27. STOCK MEDIA & THIRD-PARTY LICENSING

Any stock music, footage, or imagery licensed by Melodic Montage Studios LLC for use in a Client deliverable is licensed for that specific project and deliverable only (as permitted by the applicable stock provider’s terms). Client does not acquire ownership of the underlying media and may not reuse such media in other commercial projects, placements, or campaigns without obtaining separate licensing directly from the applicable provider (or through MMS, if available). Client is responsible for any licensing fees, renewals, seat/user fees, usage extensions, or other costs beyond the initial project scope.

28. SCOPE EXPANSION & CHANGE ORDERS

The Services are limited to the specific scope defined in the applicable Statement of Work or Order Form. Any requests for additional work, revisions beyond the agreed-upon limit, or features outside the original scope (“Scope Expansion”) will require a written “Change Order” and may be subject to additional fees at Melodic Montage Studios LLC’s then-current hourly or project rates.

29. NO GUARANTEE OF RESULTS & TRAFFIC DISCLAIMER

While Melodic Montage Studios LLC uses its expertise to provide high-quality deliverables and consultative advice, we make no guarantees, warranties, or representations regarding specific financial outcomes, lead volume, or viral success. Regarding paid advertising and traffic strategies: our services are consultative only. We do not implement, manage, or monitor paid advertisements on behalf of the Client. Melodic Montage Studios LLC is not responsible for the outcome of any paid ads or traffic protocols recommended. We have no control over unknown variables, platform algorithm changes, or the Client’s implementation. We cannot guarantee results if the Client fails to implement strategies, provides half-hearted effort, or outsources the execution to unqualified third parties.

30. ELECTRONIC SIGNATURES & ACCEPTANCE

This Agreement may be executed by electronic signature (including via platforms like Go High Level, DocuSign, or by clicking “I Agree” on a digital form). The parties agree that electronic signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Acceptance of these Terms via a checkbox or digital signature constitutes a binding legal agreement.

31. CLIENT CONTENT WARRANTY & INDEMNITY

Client represents and warrants that all materials, data, content, and intellectual property provided to the Agency for use in the Services (the "Client Materials") are owned by the Client or that Client has secured all necessary licenses and permissions for their use. Client shall indemnify and hold Agency harmless against any third-party claims arising from the use of Client Materials.

32. MUTUAL NON-DISPARAGEMENT

Both parties agree that, during the term of this Agreement and thereafter, they will not disparage, devalue, or denigrate the other party, its products, services, or employees in any public forum, including but not limited to social media, review sites, or public statements.

33. ASSIGNMENT & SUCCESSORS

33(a) Assignment by Client. Client may not assign or transfer any rights or obligations under this Agreement to any third party without the prior written consent of Melodic Montage Studios LLC.

33(b) Assignment by Studio. Melodic Montage Studios LLC may freely assign or transfer its rights and obligations under this Agreement at any time, including without limitation in the event of a merger, sale of assets, or corporate restructuring, without requiring Client consent.

33(c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

34. CLIENT FEEDBACK & BETA FEATURES

Any suggestions, feedback, concepts, or ideas provided by Client regarding the Studio’s services, automations, systems, workflows, or AI logic (collectively, “Feedback”) shall become the sole property of Melodic Montage Studios LLC. The Studio may use, implement, modify, publish, or otherwise exploit such Feedback for any purpose, without compensation, attribution, or restriction, and without any obligation of confidentiality with respect to the Feedback (provided that this Section does not grant the Studio any rights in Client’s Confidential Information as defined in Section 9, except to the extent such information is included in the Feedback and is not separately identified and treated as Confidential Information).

34(a) Beta Features (Experimental AI)

From time to time, the Studio may offer access to “Beta,” preview, pilot, or experimental features (including AI features). Beta features are provided AS-IS and AS-AVAILABLE, with all faults, and without warranty of any kind, whether express, implied, or statutory. The Studio does not warrant that Beta features will be uninterrupted, secure, error-free, or that defects will be corrected, and the Studio is not liable for any issues, outages, errors, unexpected outputs, losses, or damages arising from or related to Client’s use of Beta features.

35. INDEPENDENT CONTRACTOR STATUS

This Agreement does not create a partnership, joint venture, agency, fiduciary relationship, or employer-employee relationship between the parties. The Studio provides the Services as an independent contractor. Neither party has the authority to bind or obligate the other to any third-party commitment, contract, or liability.

36. ENTIRE AGREEMENT & AMENDMENTS

This Agreement, along with any signed Statements of Work (SOWs) or other written service addenda that expressly reference these Terms, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, negotiations, representations, or agreements, whether oral or written. Any amendment, modification, or waiver must be in writing and signed by both parties.

37. MUTUAL CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all non-public, proprietary information shared during the course of the Agreement, whether disclosed orally, visually, in writing, or electronically (“Confidential Information”). This includes, but is not limited to, trade secrets, AI prompts, business strategies, and client data. Each party agrees to use the other party’s Confidential Information solely for purposes of performing or receiving services under this Agreement and to protect it using at least reasonable care. This obligation survives termination or expiration of the Agreement.

38. PUBLICITY & LOGO USAGE

Melodic Montage Studios LLC is granted a non-exclusive, royalty-free license to use the Client’s name, logo, and a general project description in marketing materials, case studies, proposals, presentations, and on its website and social media for promotional purposes, unless the Client requests otherwise in writing.

39. ELECTRONIC SIGNATURES & NOTICES

This Agreement and any related documents may be executed electronically. Both parties agree that electronic signatures, including those provided via email confirmation or digital signature platforms, carry the same legal weight as original ink signatures. All formal legal notices required or permitted under this Agreement must be sent in writing via email to the contact addresses provided in the applicable SOW (or, if no SOW is in place, to the most recent email addresses used by the parties for the engagement).

40. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Melodic Montage Studios LLC and its employees from any and all claims, damages, losses, liabilities, and legal expenses (including reasonable attorney’s fees) arising out of or related to (i) Client’s breach of this Agreement, or (ii) any third-party claims related to content, materials, or data provided by Client that infringes or is alleged to infringe any intellectual property rights.

41. ATTORNEY’S FEES

In the event of any legal action, arbitration, mediation, or dispute arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and all related legal costs from the non-prevailing party, to the maximum extent permitted by applicable law.

42. NO WAIVER & CUMULATIVE REMEDIES

No failure or delay by the Studio in exercising any right under this Agreement shall constitute a waiver of that right. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by law, in equity, or under this Agreement.

43. CLIENT COOPERATION & DELAYED PERFORMANCE

Client acknowledges that the timely completion of Services depends on Client’s prompt cooperation, including providing necessary assets, approvals, and information. Any delays caused by the Client will extend deadlines accordingly and may result in additional fees.

44. LIMITATION OF LIABILITY CAP

To the maximum extent permitted by law, the Studio’s total aggregate liability for any claims arising out of this Agreement shall not exceed the total fees actually paid by the Client to the Studio in the six (6) months preceding the event giving rise to the claim.

45. SUBCONTRACTING

The Studio reserves the right to engage subcontractors, freelancers, or third-party specialists to perform any portion of the Services without prior written consent from the Client, provided the Studio remains responsible for the quality of the final work product.

46. ADA/ACCESSIBILITY COMPLIANCE

While the Studio follows modern web standards, the Client is solely responsible for ensuring their digital properties comply with the Americans with Disabilities Act (ADA), WCAG, or other accessibility laws. The Studio is not liable for accessibility-related claims or lawsuits.

47. AI DATA GOVERNANCE: CONTENT INTEGRITY & NON-TRAINING POLICY

We do NOT train general, shared, or broadly available AI models on the Client’s proprietary content—because it would be totally uncool and frankly, it would mess up the precision of the model. Your content stays yours.

To support technical stability, quality assurance, and platform performance, the Agency may collect and use aggregated, non-identifiable system metadata (for example: error rates, latency, uptime metrics, model routing/performance statistics, and non-content operational telemetry) that does not identify the Client or reveal Client proprietary information.

For clarity, the Client’s specific business data, customer conversations, and intellectual property (including without limitation scripts, prompts, workflows, creative assets, campaign materials, product/service information, and internal documentation) are strictly isolated and are never used to benefit other clients or to train external or general-purpose models. The Agency will continue to follow rigorous security protocols and cyber-hygiene standards intended to reduce the risk of unauthorized access, including (as applicable and commercially reasonable): (i) encryption of data in transit and at rest; (ii) regular cyber-hygiene audits and security reviews of internal access and handling practices; and (iii) secure data handling procedures designed to limit access to authorized personnel and service providers with a legitimate need-to-know.

48. PROJECT SUSPENSION & RE-MOBILIZATION FEES

If the Client requests a project pause or fails to provide required feedback/assets for more than fourteen (14) consecutive days, the Studio may move the project to 'On Hold' status. Restarting the project will require a one-time Re-mobilization Fee of 10% of the total project value to cover administrative and rescheduling costs.

49. PROMPT & LOGIC OWNERSHIP

Client acknowledges and agrees that, as between Client and Melodic Montage Studios LLC (“MMS” or the “Studio”), Client owns the Final Deliverables and AI-generated outputs produced specifically for Client’s use as part of the Services (subject to the payment and license limitations in these Terms). Notwithstanding the foregoing, MMS retains all intellectual property rights, title, and interest in and to the underlying prompt engineering, custom logic, automation workflows, configurations, and proprietary architectures, systems, and methodologies developed or used by MMS to achieve the results (collectively, “Internal Logic Components”).

MMS grants Client a non-exclusive, non-transferable license to use the Internal Logic Components solely as necessary for the operation, maintenance, and use of the specific project delivered to Client, and not for resale, redistribution, sublicensing, extraction, standalone use, or use in other projects without MMS’s prior written consent.

50. ETHICAL AI & RESTRICTED CONTENT

Client shall not use, direct, configure, deploy, or permit others to use any Agency-developed or Agency-configured AI tools, automations, agents, workflows, scripts, prompts, voice agents, chat agents, or related systems (collectively, “AI Systems”) to generate, distribute, or facilitate any content or activity that is illegal, deceptive, fraudulent, or harmful.

Prohibited uses include, without limitation: (i) deepfakes or synthetic media intended to mislead (including impersonation or misrepresentation of identity, endorsements, or events); (ii) hate speech, harassment, threats, or discrimination; (iii) fraudulent schemes, scams, phishing, social engineering, or deception-based outreach; (iv) instructions for wrongdoing or unlawful activity; (v) content that infringes or misappropriates third-party intellectual property, privacy, or publicity rights; and (vi) any use that violates applicable law, platform policies, or third-party provider acceptable use requirements.

Client is solely responsible for all content, outputs, deployments, and use-cases involving the AI Systems, including monitoring, approvals, and implementing safeguards and human review where appropriate. MMS may, in its sole discretion, suspend, disable, or terminate access to any AI Systems if MMS reasonably believes Client’s use violates this Section or creates legal, reputational, or operational risk to MMS, without liability to MMS.

51. LEAD GENERATION DISCLAIMER & DATA PRIVACY

If MMS provides lead generation, prospecting, outreach, list building, or initial contact services (including identifying and contacting Client’s Ideal Customer Profile (“ICP”)), Client acknowledges and agrees that MMS’s role is limited to identifying prospective contacts and/or conducting initial outreach as defined in the applicable Service Agreement/SOW, proposal, invoice, or scope.

Client is solely responsible for: (i) timely follow-up, nurturing relationships, responding to inquiries, qualifying opportunities, and closing sales; (ii) all sales conversations, offers, pricing, representations, contracts, and fulfillment; and (iii) managing its pipeline and customer relationship process. MMS does not guarantee prospect interest, engagement, appointments, responses, conversions, revenue, or any specific business outcome from any leads or outreach activities.

Client assumes full responsibility for compliance with all applicable data privacy and marketing laws, rules, and regulations in connection with any leads, lists, and outreach activities, including without limitation GDPR, CCPA/CPRA, CAN-SPAM, TCPA, and any applicable do-not-contact, consent, notice, opt-out, and recordkeeping requirements. Client represents and warrants that Client has all necessary rights, permissions, and lawful bases to receive, store, use, and contact any leads provided by MMS and to conduct follow-up communications. MMS is not responsible for Client’s compliance decisions, legal obligations, enforcement actions, penalties, or claims arising from Client’s use of leads or prospect data.

52. CHARGEBACK PROTECTION & IP REVERSION

Client acknowledges and agrees that initiating, threatening, or submitting a credit card chargeback, payment dispute, ACH reversal, stop-payment, or other payment reversal (each, a “Chargeback”) for any invoice, subscription, setup fee, deposit, milestone payment, usage charge, or other fee owed to MMS, without first providing MMS written notice and a reasonable opportunity to cure or resolve the dispute in good faith, constitutes a material breach of these Terms.

Upon a Chargeback, any and all licenses, permissions, and rights previously granted to Client under these Terms or any Service Agreement/SOW to use MMS work product—whether delivered in whole or in part—are immediately revoked and shall revert to MMS, including without limitation rights relating to: (i) websites, web designs, source code, templates, and funnels; (ii) videos, graphics, and media assets created by MMS (excluding Client-owned assets provided to MMS); (iii) AI tools, agents, automations, workflows, configurations, prompt frameworks, and Internal Logic Components; and (iv) any other MMS Proprietary Tools or materials provided or made accessible to Client.

Without limiting any other rights or remedies, MMS may immediately suspend or disable access to any hosted systems, AI agents, portals, websites, automations, dashboards, or deliverables associated with the account until the Chargeback is withdrawn/reversed and all amounts owed (including any Chargeback fees, administrative costs, and collection costs where permitted by law) are paid in full. Client agrees that any continued use, publication, deployment, or exploitation of MMS work product after revocation constitutes unauthorized use and may result in injunctive relief and damages.

53. AGILE DEVELOPMENT & SUBJECTIVE FEEDBACK

Client acknowledges that MMS may perform Services using agile, iterative, and/or sprint-based development practices, meaning work may be delivered in phases, drafts, prototypes, iterations, revisions, and incremental releases rather than as a single final delivery.

Client further acknowledges that creative, aesthetic, branding, UI/UX, layout, and design preferences are inherently subjective. Disagreement with, or dissatisfaction regarding, subjective aesthetic or UI preferences does not constitute a failure by MMS to perform the Services, a breach of these Terms, or a valid basis to withhold payment, refuse milestone approval, or initiate a Chargeback, so long as MMS has materially delivered the scope described in the applicable Service Agreement/SOW, proposal, invoice, or documented change orders. Client’s remedies for creative preferences are limited to the revision rounds (if any) included in the scope and any additional paid revisions or scope adjustments agreed in writing.

54. HUMAN-IN-THE-LOOP & CLIENT SUPERVISION

For Clients operating within their own GoHighLevel (“GHL”) subaccounts or similar third-party platforms where the Client owns, administers, or controls the account environment, Client is solely responsible for monitoring, supervising, and reviewing all engagements, conversations, actions, and outputs generated by any AI agents, automations, or related systems configured by MMS (collectively, “AI Agents”).

Client must provide MMS (in a timely manner) all necessary training documentation, product and service information, company policies, escalation paths, FAQs, disclaimers, compliance rules, and any other company data reasonably required to configure, train, and maintain the AI Agents. Client acknowledges that the quality and safety of AI Agent behavior depends on the accuracy and completeness of Client-provided information and ongoing supervision.

MMS is not liable for AI “hallucinations,” errors, omissions, misstatements, misrouting, unintended outputs, or any resulting damages, losses, claims, or liabilities arising from or related to AI Agent interactions. Client serves as the final supervisor of the AI Agents’ behavior and is responsible for implementing appropriate safeguards, review procedures, and human escalation pathways.

55. THIRD-PARTY API & SERVICE EVOLUTION

Client acknowledges that MMS may utilize third-party providers and infrastructure to deliver the Services, including without limitation AI model providers and cloud/service vendors (e.g., OpenAI, AWS, Claude, and comparable providers).

If any third-party provider(s) modify their terms, pricing, rate limits, policies, features, integrations, or service availability (including deprecations, restrictions, outages, or discontinuations) in a manner that materially impacts MMS’s cost to deliver the Services or the feasibility of the existing implementation, MMS reserves the right to (i) adjust Client pricing to reflect increased third-party costs and/or (ii) pivot, substitute, or modify the technology stack or implementation approach (including replacing providers, changing models, altering workflows, or modifying feature sets) to maintain service continuity or performance, without being deemed in breach of these Terms, provided MMS uses commercially reasonable efforts to implement an appropriate alternative.

56. AI QUALITY ASSURANCE & HUMAN-IN-THE-LOOP (HITL) GOVERNANCE

The Agency utilizes state-of-the-art probabilistic AI models to deliver automation. Client acknowledges that such models are subject to “hallucinations” or unexpected outputs inherent to the current state of artificial intelligence. To ensure brand integrity, the Agency provides robust guardrails and logic; however, the Client agrees to maintain a “Human-in-the-Loop” (“HITL”) protocol.

The Client is responsible for final review of AI-generated content before it is used for consequential business decisions, public-facing communications, or legal/financial advice. The Agency’s liability is limited to the optimization of the AI's logic and does not extend to specific probabilistic errors or inaccuracies generated by the underlying third-party LLMs.

57. DIVERSITY, EQUITY, AND INCLUSION (DEI) COMMITMENT

Melodic Montage Studios LLC is committed to fostering an inclusive digital landscape. In the creation of AI-generated images and video content featuring human representations, the Agency actively strives for diverse and equitable representation to mitigate algorithmic bias. Furthermore, the Agency upholds DEI principles in its selection and management of partnerships, clients, contractors, and affiliate participants, ensuring that our ecosystem reflects a broad range of backgrounds and perspectives.

58. AI TRANSPARENCY & BOT DISCLOSURE COMPLIANCE

Client is solely responsible for ensuring that all AI-human interactions enabled, deployed, or used by Client (including without limitation chatbots, AI chat agents, automated attendants, AI voice agents, and AI-assisted messaging) comply with all applicable transparency, bot disclosure, and consumer protection laws, rules, and regulations (including, where applicable, California’s BOT Act and similar laws in other jurisdictions).

Client must ensure that clear and conspicuous disclosures are provided to end-users when interacting with an automated or AI-driven system (for example: “I am an AI assistant,” “Automated assistant,” or comparable language) and that such disclosures are displayed and/or spoken in a manner consistent with applicable law, platform policies, and the Client’s industry compliance requirements. Client is responsible for configuring, enabling, and maintaining any required disclosure text, voice disclosures, consent flows, and UI/UX placement in Client’s systems.

59. COPYRIGHTABILITY OF AI-GENERATED OUTPUTS

To the extent permitted by law and subject to full payment of all amounts due, the Agency assigns to Client all transferable rights the Agency may have in and to final deliverables and AI-generated outputs produced specifically for Client under the Services (excluding Agency Proprietary Tools, Internal Logic Components, and pre-existing materials as defined elsewhere in these Terms).

Client acknowledges that copyrightability, registrability, and enforceability of AI-generated content may be uncertain or limited under current U.S. federal law and/or international laws and treaties, may vary by jurisdiction, and may change over time. Accordingly, the Agency makes no warranty, representation, or guarantee that any AI-generated outputs (in whole or in part) are copyrightable, eligible for registration, or enforceable against third parties. Client is solely responsible for determining appropriate intellectual property protections (including registrations, contractual protections, and branding/trademark strategies) for any AI-assisted or AI-generated materials used by Client.

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