Terms of Service

Effective date: [DATE] · 450 Digital, LLC, Texas, USA

These Terms govern the professional services provided by 450 Digital, LLC ("450Digital," "we," "us"). By engaging us, signing a proposal or statement of work, or using any deliverable we provide, you agree to these Terms on behalf of yourself and, where applicable, the organization you represent ("Client," "you").

1. Our Services

450Digital provides B2B demand generation and revenue services, which may include strategy and consulting, AI agent design and implementation, marketing and sales automation, and training (together, the "Services"). The specific scope, deliverables, timeline, and fees for an engagement are described in a proposal, order, or statement of work ("SOW") agreed by both parties. In case of a conflict, the SOW controls for that engagement.

2. Engagements and Statements of Work

Each engagement is defined by its SOW. Changes to scope are handled through a written change request that may adjust fees and timeline.
You will provide timely access to the people, systems, accounts, and materials reasonably needed for us to perform. Delays caused by missing access or inputs may affect the timeline.

3. Fees and Payment

Fees, billing schedule, and any retainers or recurring charges are set out in the applicable SOW. Invoices are due within the period stated there and, unless noted, are exclusive of taxes and non-refundable except where required by law.
We may pause work on past-due accounts after reasonable notice. Third-party costs (such as software, media, or data) are passed through or billed as described in the SOW.

4. Client Materials and Data

"Client Materials" means anything you provide for an engagement, including brand assets, product information, customer lists, account data, and access to your systems. As between the parties, you own Client Materials.
You grant 450Digital a license to use Client Materials solely to perform the Services. Our handling of personal information is described in our Privacy Policy.
You are responsible for having the rights and permissions needed to share Client Materials with us and for your instructions regarding their use.

5. Deliverables and Ownership

On full payment for an engagement, you own the final deliverables created specifically for you, for your internal business use.
450Digital retains ownership of its pre-existing and independently developed materials, including its methods, frameworks, templates, software, agent configurations, prompts, and tools, and of any general know-how gained. Where our pre-existing materials are embedded in a deliverable, we grant you a license to use them as part of that deliverable.

6. AI-Generated Content

Some Services use artificial intelligence, including AI agents that communicate on your behalf and tools that generate content from public sources and Client Materials. AI output may contain inaccuracies, omissions, or outdated information.
You are responsible for reviewing AI-generated content and agent behavior before it is relied upon or sent to third parties. The Services do not constitute legal, financial, or professional advice. Given the nature of AI, similar output may be generated for other clients.

7. Acceptable Use and Client Responsibilities

In connection with the Services, you will not, and will not permit others to:

use any deliverable or agent to violate law, third-party rights, or third-party platform terms (including the terms of platforms such as LinkedIn, Salesforce, email, and messaging providers used on your behalf);
send unlawful, deceptive, or spam communications, including messages that violate CAN-SPAM, TCPA, GDPR, or similar laws;
resell or provide the Services or our tools to third parties outside your organization, or use them to build a competing offering.

You are responsible for obtaining any consents required to contact your customers and for the content and lists you direct us to use.

8. Third-Party Platforms and Services

The Services operate alongside third-party platforms and draw on publicly available sources. 450Digital does not control and is not responsible for third-party platforms, their availability, or their terms. Your use of your own accounts on such platforms remains governed by their terms.

9. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only as needed under these Terms. This obligation survives termination for three (3) years, and for Client Materials, for as long as we hold them.

10. Term, Suspension, and Termination

These Terms apply while any engagement is active. Either party may terminate an engagement as set out in its SOW, or for material breach that is not cured within a reasonable period.
On termination, you will pay for Services performed and costs incurred through the termination date. We will return or make available your Client Materials on request and may then delete our copies, subject to routine backups and legal requirements.

11. Disclaimers

THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." 450DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING RESULTS, PIPELINE, OR REVENUE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (b) 450DIGITAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THAT ENGAGEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

13. Indemnification

Client will defend and indemnify 450Digital against third-party claims arising from Client Materials, Client's use of deliverables, the lists and content Client directs us to use, or Client's violation of law or third-party platform terms.

14. Changes to the Services or Terms

We may update these Terms by posting a revised version with a new effective date. Material changes will be notified reasonably in advance; continued engagement after the effective date constitutes acceptance.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, excluding conflict-of-law rules. The exclusive venue for disputes is the state or federal courts located in Williamson County or Travis County, Texas, and the parties consent to their jurisdiction.

16. General

These Terms, together with any SOW, are the entire agreement regarding the Services and supersede prior discussions. If any provision is unenforceable, the remainder stays in effect. Neither party may assign these Terms without consent, except to a successor in a merger or sale. Notices to 450Digital: hello@450digital.com.

Questions about these Terms: hello@450digital.com