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STANDARD TERMS AND CONDITIONS OF SALE

Terms and Conditions of Sale — Consulting Services

  1. These Terms and Conditions of Sale (“Terms”) govern the purchase and delivery of consulting and advisory services provided by Ascend Media Co (“Consultant”) to the purchasing client ("Client").
  2. By engaging Consultant, approving a proposal, submitting payment, or accepting services, Client agrees to these Terms.

​ ​1. Services

  1. Consultant agrees to provide consulting, advisory, strategic, operational, creative, coaching, or related professional services as outlined in the applicable proposal, statement of work (“SOW”), estimate, invoice, or written communication.
  2. All services are limited to the scope expressly agreed upon in writing.

​ ​2. Acceptance of Work

  1. Approval of a proposal, payment of an invoice, electronic confirmation, scheduling of services, or participation in services constitutes acceptance of these Terms.

​ ​3. Pricing & Fees

  1. All fees are quoted in U.S. Dollars unless otherwise stated.

  2. Pricing may be based on:

    • Hourly rates

    • Project fees

    • Monthly retainers

    • Milestone payments

    • Custom packaged services

    3. Consultant reserves the right to revise pricing for future work not yet contracted.

    4. Payment Terms

    Unless otherwise agreed in writing:

    • Payment is due upon receipt or within fifteen (15) calendar days of invoice date.

    • Deposits or retainers may be required before work begins.

    • Outstanding balances may result in suspension of services.

    • Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.

    4. Client agrees to pay all reasonable collection costs, including attorney fees, associated with unpaid balances.

    5. Non-Refundable Payments

    Payments for consulting time, retainers, strategy sessions, advisory services, discovery work, and custom professional services are non-refundable once services have commenced.

    Scheduled time reserves Consultant’s availability and business capacity.

    6. Scope Changes

    Any request outside the originally agreed scope may require:

    • Additional fees

    • Revised timelines

    • A separate agreement or change order

    5. Consultant is not obligated to perform additional work without written approval.

    7. Client Responsibilities

    Client agrees to provide timely:

    • Information

    • Access

    • Feedback

    • Approvals

    • Decision-making authority

    6. Delays caused by Client may impact project timelines and delivery dates.

    8. Delivery & Timelines

    Estimated timelines are good-faith projections and may change based on:

    • Scope adjustments

    • Client responsiveness

    • Third-party dependencies

    • Scheduling availability

    • Force majeure events

    7. Consultant is not liable for delays outside reasonable control.

    9. Intellectual Property

    Unless otherwise agreed in writing:

    • Consultant retains ownership of all proprietary methodologies, systems, frameworks, templates, tools, and pre-existing materials.

    • Upon full payment, Client receives a limited, non-transferable license to use final deliverables for internal business purposes only.

    • Client may not resell, reproduce, distribute, or commercially exploit Consultant materials without written consent.

    8. 10. Confidentiality

    Both parties agree to maintain confidentiality regarding non-public business, financial, operational, and proprietary information disclosed during the engagement.

    This obligation survives termination of services.

    11. No Guarantees

    Consulting services are advisory in nature.

    Consultant does not guarantee:

    • Revenue increases

    • Business growth

    • Operational outcomes

    • Financial performance

    • Audience growth

    • Marketing performance

    • Investment returns

    • Specific business results

    9. Client accepts full responsibility for implementation and business decisions.

    12. Limitation of Liability

    To the fullest extent permitted by law, Consultant’s total liability related to services shall not exceed the amount paid by Client for the specific services giving rise to the claim.

    Consultant shall not be liable for:

    • Indirect damages

    • Consequential damages

    • Lost profits

    • Lost business opportunities

    • Business interruption

    • Data loss

    10. 13. Indemnification

    Client agrees to indemnify and hold harmless Consultant from any claims, liabilities, damages, costs, or expenses arising from:

    • Client’s business activities

    • Client implementation decisions

    • Misuse of recommendations or deliverables

    • Violations of laws or regulations by Client

    11. 14. Independent Contractor

    Consultant is an independent contractor and not an employee, partner, agent, or legal representative of Client.

    15. Termination

    Either party may terminate services in writing.

    Client remains responsible for payment for:

    • Completed work

    • Work in progress

    • Reserved consulting time

    • Non-cancelable expenses

    12. 16. Force Majeure

    Consultant shall not be liable for delays or inability to perform due to events beyond reasonable control, including but not limited to natural disasters, utility failures, internet outages, illness, labor disputes, government actions, or acts of God.

    17. Governing Law

    These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law provisions.

    18. Entire Agreement

    These Terms, together with any proposal, invoice, statement of work, or written agreement, constitute the complete agreement between the parties.

    Any modification must be in writing and agreed to by both parties.

    Effective Date: 04/01/2026