Terms and Conditions

Last Updated: January 1, 2024

These Terms and Conditions (“Terms”) govern your use of the website operated by Sharp Content Marketing LLC (“Company,” “we,” “us,” or “our”) and your engagement of our marketing services. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or engage our services.

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a revised “Last Updated” date. Your continued use of our website or services after any changes constitutes your acceptance of the revised Terms.

1. Acceptance of Terms

By accessing or using our website, requesting a consultation, or engaging Sharp Content Marketing LLC for any marketing services, you confirm that you are at least 18 years of age, have the legal authority to enter into binding agreements on behalf of yourself or your organization, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use our services on behalf of that entity.

2. Marketing Services

Sharp Content Marketing LLC provides content marketing, SEO copywriting, website copywriting, blog writing, email marketing, social media content, brand messaging, marketing consulting, lead generation, and related services (collectively, “Services”). The specific Services to be provided, deliverables, timeline, and fees for each engagement are set forth in a separate written agreement, proposal, or statement of work (“Service Agreement”) executed by both parties.

These Terms are incorporated by reference into every Service Agreement we execute with clients. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific engagement it governs.

We reserve the right to decline any project or engagement at our sole discretion, including projects that conflict with our values, involve content we consider misleading or harmful, or fall outside our areas of expertise.

3. Consulting Services

Marketing consulting services provided by Sharp Content Marketing LLC are advisory in nature. We provide strategic recommendations, analysis, and guidance based on our professional experience and the information you provide to us. We do not guarantee specific business outcomes, revenue results, or marketing performance metrics as a result of our consulting services.

Our consulting recommendations are based on generally accepted marketing principles and our professional judgment. You are responsible for evaluating our recommendations and making your own business decisions. We are not responsible for the results of implementing or failing to implement our recommendations.

Consulting services do not include legal, financial, accounting, or regulatory compliance advice. You should consult qualified professionals in those fields for advice specific to your situation.

4. Client Responsibilities

To enable us to deliver high-quality services, you agree to fulfill the following responsibilities:

• Timely Communication: Respond to our requests for information, feedback, and approvals within the timeframes specified in your Service Agreement. Delays in client response may result in project timeline extensions.
• Accurate Information: Provide accurate, complete, and current information about your business, products, services, target audience, and marketing goals. We are not responsible for errors in deliverables resulting from inaccurate information you provide.
• Content Review: Review all content deliverables promptly and provide specific, actionable feedback. Approval of content constitutes your acceptance of that content as meeting the requirements of your Service Agreement.
• Legal Compliance: Ensure that all content we create on your behalf complies with applicable laws and regulations in your industry, including any industry-specific advertising standards, disclosure requirements, or content restrictions.
• Access and Credentials: Provide timely access to any systems, platforms, or accounts required for us to deliver your services, including website CMS access, social media accounts, email marketing platforms, and analytics accounts.
• Payment: Pay all invoices in accordance with the payment terms specified in your Service Agreement.

5. Payments and Fees

Fees for our services are set forth in your Service Agreement. Unless otherwise specified in your Service Agreement, the following payment terms apply:

• Project Deposits: Project-based engagements require a deposit of 50% of the total project fee before work begins. The remaining balance is due upon delivery of final deliverables.
• Monthly Retainers: Monthly retainer fees are invoiced at the beginning of each month and are due within 15 days of the invoice date.
• Late Payments: Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance.
• Work Suspension: We reserve the right to suspend work on your account if invoices remain unpaid for more than 30 days past the due date. Work will resume upon receipt of all outstanding payments.
• Taxes: You are responsible for all applicable taxes on our services, except for taxes on our income.

All fees are quoted and payable in United States dollars. We accept payment by check, ACH bank transfer, and major credit cards. A processing fee may apply to credit card payments.

6. Project Scope and Change Orders

The scope of each engagement is defined in your Service Agreement. Work requested beyond the defined scope — including additional content pieces, additional revision rounds, additional research, or changes to project requirements after work has begun — constitutes a change to the project scope and may require a change order with additional fees.

We will notify you promptly if a request falls outside the defined project scope and provide an estimate of the additional cost before proceeding. We will not proceed with out-of-scope work without your written approval of the change order.

Minor clarifications and corrections that do not materially change the scope of work will not be treated as change orders.

7. Intellectual Property

Upon receipt of full payment for a project, you will own all intellectual property rights in the content deliverables we create specifically for you under your Service Agreement, including all copyrights. This assignment of ownership does not apply to:

• Pre-existing materials: Any materials, templates, frameworks, or methodologies that we developed prior to your engagement and that we incorporate into your deliverables. We grant you a non-exclusive license to use such materials as incorporated into your deliverables.
• Third-party content: Any third-party content, stock images, or licensed materials incorporated into your deliverables. Your use of such materials is subject to the applicable third-party license terms.
• Unpaid deliverables: Ownership of deliverables does not transfer until all fees for those deliverables have been paid in full.

We reserve the right to reference your business name and describe the general nature of services provided in our portfolio, case studies, and marketing materials, unless you request otherwise in writing.

8. Website Usage

Our website is provided for informational purposes only. You may use our website to learn about our services, read our blog content, and contact us. You may not use our website for any unlawful purpose or in any way that could damage, disable, or impair the website or interfere with other users' use of the website.

You may not:

• Copy, reproduce, or republish our website content without our written permission
• Use automated tools to scrape, crawl, or extract data from our website
• Attempt to gain unauthorized access to any portion of our website or its related systems
• Transmit any unsolicited commercial communications through our website
• Use our website in any manner that violates applicable laws or regulations

We reserve the right to terminate your access to our website at any time for any reason, including violation of these Terms.

9. Disclaimer of Warranties

Our website and services are provided on an “as is” and “as available” basis without any warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that our website will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant that the information on our website is accurate, complete, or current. We make no guarantees regarding the results that may be obtained from using our services, including but not limited to search engine rankings, website traffic, lead generation, or revenue results.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Sharp Content Marketing LLC and its owners, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunities, arising out of or related to your use of our website or services, even if we have been advised of the possibility of such damages.

Our total liability to you for any claims arising out of or related to your use of our services shall not exceed the total fees paid by you to us in the three months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability, so some of the above limitations may not apply to you.

11. Termination

Either party may terminate a Service Agreement by providing written notice as specified in that agreement. Unless otherwise specified, either party may terminate a month-to-month retainer engagement with 30 days' written notice.

We may terminate a Service Agreement immediately upon written notice if you:

• Fail to pay any invoice within 30 days of the due date
• Breach any material term of these Terms or your Service Agreement
• Engage in conduct that we reasonably believe is harmful to our reputation or business
• Request that we create content that is illegal, fraudulent, or violates the rights of third parties

Upon termination, you are responsible for payment of all fees for services rendered through the termination date. We will deliver all completed work product for which payment has been received. Work in progress at the time of termination will be delivered upon receipt of payment for the work completed.

12. Applicable Law and Dispute Resolution

These Terms and any disputes arising out of or related to your use of our website or services shall be governed by the laws of the State of California, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in Shasta County, California for the resolution of any disputes.

Before initiating any legal action, you agree to first contact us in writing to describe the dispute and attempt to resolve it informally. We will make a good-faith effort to resolve any dispute within 30 days of receiving written notice.

If informal resolution is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

13. Contact Information

If you have questions about these Terms and Conditions, please contact us: