User Terms of Service

1. Parties; Acceptance; Authority

This Agreement is entered into by and between Killerspots.com, Inc., d/b/a Killerspots Agency, and its affiliated entities (collectively, “Killerspots,” “Agency,” “we,” “us,” or “our”), and the party that procures, pays for, accesses, or uses the Services, or that acts on the instructions of or with the permission of such party (the “Customer,” “Client,” or “you”). This Agreement governs your access to and use of all services and the website(s) provided or operated by Killerspots.

This Agreement becomes effective on the earliest of: (a) your electronic or written acceptance; (b) your signature on any proposal, order form, statement of work, or insertion order that references or incorporates these Terms; (c) your completion of any purchase or subscription; or (d) your access to or use of any Services. By doing any of the foregoing, you represent and warrant that you have full authority to enter into this Agreement and to bind the entity on whose behalf you act, and that this Agreement is a valid and legally binding obligation. If you sign or accept without actual authority to bind that entity, you are personally and individually responsible for all obligations under this Agreement, including payment obligations.

In the event of any conflict between this Agreement and any other communication with Killerspots or its personnel, this Agreement controls, except that a fully executed proposal, statement of work, or insertion order (“Order”) controls over these Terms as to the specific Deliverables, pricing, and term it describes.

2. Services

Killerspots offers a range of services that may include, without limitation: website design, development, hosting, and maintenance; social media management; search engine optimization (“SEO”) and AI/answer-engine optimization (“AIO/GEO”); email marketing and automation; SMS/text and CRM services; paid media and advertising management (search, social, display, CTV/OTT, and other channels); graphic design; print and direct-mail production and fulfillment; produced radio and television commercials; jingle and audio production; web and video production; voice talent casting, listing, and membership services; and related promotional, market-data, survey, and application services (collectively, the “Services”). The specific Services you purchase are described in your Order. These Terms also govern the websites and Services of our Affiliates, except where an Affiliate’s website posts its own terms, in which case those terms control for that Affiliate’s services and these Terms apply to anything they do not address.

3. Definitions

• “Server” means computer server equipment used to provide the Services.
• “Website” / “Site” means an area on a Server allocated by Killerspots, or any website developed, hosted, maintained, or accessed in connection with the Services.
• “Deliverable” means any tangible or intangible work product produced under the Services (e.g., a website, creative asset, report, recording, campaign, or impressions/clicks).
• “User Submissions” / “Customer Content” means all information, data, materials, or content the Customer (or anyone using the Customer’s account) provides to or makes available through Killerspots.
• “Personal Data” means information that identifies, relates to, or could reasonably be linked to an identified or identifiable individual or household, as defined by applicable privacy Laws.
• “Affiliates” means any company, brand, or website that now or in the future controls, is controlled by, or is under common ownership or control with Killerspots.com, Inc., including the companies, brands, and websites it owns or operates.
• “Subscription” means any Service billed on a recurring basis, including retainers, monthly plans, hosting, and maintenance.
• “Laws” means all applicable federal, state, local, and (where applicable) foreign laws, rules, regulations, ordinances, codes, carrier requirements, and industry self-regulatory standards.

4. Payment Terms

4.1 Methods & Surcharges

Payment must be made by credit card, check, or ACH unless otherwise agreed in writing. A credit-card surcharge of up to 3.9%applies to credit-card payments over $1,500, but never more than our actual cost of acceptance or the maximum permitted by applicable Law and card-network rules. Debit and prepaid cards are not surcharged. You may avoid this fee by paying via check or ACH (arrange by contacting billing@killerspots.com). Where any card surcharge is prohibited or capped by Law, the fee will be reduced or waived accordingly.

4.2 Subscriptions; Monthly Billing; Auto-Billing

All Subscriptions are billed monthly, in advance, on a recurring basis (generally on or about the 1st of each calendar month), at the rate in effect at purchase plus applicable taxes and fees, until cancelled under Section 5. You authorize Killerspots (and, where an Affiliate provides the Subscription, that Affiliate) to store your payment method and charge it automatically each month until you cancel in accordance with Section 5. If a charge fails, we may retry it, and you remain responsible for the amount due. We may change Subscription pricing on at least thirty (30) days’ notice; the new price applies from your first billing date after the notice period, and you may cancel before then. Media/ad spend, third-party applications, printing, postage, and licensing costs are billed separately. Your first billing period may be prorated from your start or signing date, with full monthly billing beginning on the 1st of the following month. Set-up, onboarding, and other one-time fees are due at signing and are non-refundable once your Order is accepted.

4.3 Media Agency Fee

A mandatory 15% agency fee applies to all media/ad spend, payable by check or ACH. Credit-card payment of media spend and agency fees incurs the 3.9% processing fee (subject to Section 4.1).

4.4 Taxes

Stated prices exclude taxes. You are responsible for all sales, use, VAT, excise, and other taxes, charges, surcharges, and fees associated with the Services, excluding taxes on Killerspots’ net income.

4.5 Late Payment

A $55 fee applies to any returned or dishonored check or failed ACH/card charge. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Law, from the due date until paid. Services may be suspended or terminated while any balance is overdue.

4.6 Collection Costs

If we refer any past-due amount for collection or pursue legal remedies, you are responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and collection-agency fees.

4.7 Disputed Charges; No Chargeback Abuse

You must notify us in writing of any good-faith billing dispute within fifteen (15) days of the invoice or charge date; otherwise the charge is deemed accepted. Initiating a chargeback or payment reversal for Services rendered, in lieu of following this dispute process, is a material breach.

5. Cancellation

5.1 By Customer

You may cancel any Subscription at any time with thirty (30) days’ written notice by email to your account representative or billing@killerspots.com(telephone (513) 270-2500 may be used to initiate, but written confirmation is required). Cancellation takes effect thirty (30) days after we receive your written notice, and you remain responsible for all fees through that date, prorated for any partial month. Except as stated in Section 5.1A, fees already paid are not refundable.

5.1A Professional Voice Talent Memberships: 3-Day Full Refund

Professional voice talent memberships sold through an Affiliate’s website are billed, renewed, cancelled, and refunded under that website’s own terms, which control over Sections 4.2 and 5.1. If no such terms apply, you may cancel within three (3) days after your initial purchase and receive a full (100%) refund of that first payment by emailingvoicetalent@killerspots.com within that window; after that, the membership may be cancelled under Section 5.1 and fees already paid are not refunded.

5.2 Obligations on Cancellation

You remain liable for all fees and amounts owed through the effective cancellation date, thirty (30) days after we receive your written notice, prorated for any partial month. Subscriptions are month-to-month unless your signed Order states a minimum term. If your Order includes a minimum term, or a discount, “Added Value,” or bundled services that depend on completing that term, and you cancel before the term ends, you agree to pay the early-termination charge stated in the Order or, if none is stated, 50% of the remaining fees for the term (e.g., cancelling six months early on a 12-month term results in a charge equal to three months of fees), plus reimbursement of any Added Value received at then-current rate-card rates.

5.3 Payment During Cancellation Period

If you provide notice of cancellation but fail to pay amounts due for the cancellation period by the 5th of the calendar month, all hosting, website access, and related Services may be suspended or terminated, and no updates, changes, or requests will be processed until full payment for the remainder of the cancellation term is received. You are solely responsible for meeting these deadlines to avoid interruption.

5.4 Data on Termination

Upon the effective termination date, content associated with your account (including website files, designs, social-media assets, images, custom graphics, voiceovers, footage, and databases) may be deleted, subject to existing licensing and copyright agreements and Section 8. Export requests must be made before the termination date and may incur an administrative fee.

5.5 Refunds & Transfers

Except as stated in Section 5.1A, fees paid are non-refundable, including for partial months and unused Services. Domains, SSL certificates, IP addresses, hosting, and supplementary purchases are non-refundable. Upon payment of all balances in full, you may transfer your domain to a registrar of your choice; domains registered by Killerspots transfer only after full payment.

5.6 Non-Refundable Production Sales

All sales of television, video, radio, jingle, and audio-production Services are final. If a project is cancelled, Killerspots will issue a credit for amounts paid, usable within one (1) calendar year of the cancellation date.

6. Default

You are in default if you breach any provision of this Agreement (including payment obligations), or if you become insolvent, enter insolvent liquidation, suffer appointment of a receiver/administrator, or make an arrangement with creditors. Upon default, all unpaid amounts become immediately due and payable, and Killerspots may suspend the Services and/or terminate this Agreement immediately, without notice and without liability.

7. Suspension of Services

Killerspots may suspend, restrict, disable, deactivate, or terminate all or part of the Services or your account, remove content, block your email/IP, or shut down an account (with or without notice and with no liability) if: (a) you are delinquent on payment for three (3) days or more; (b) we receive a subpoena, court order, or law-enforcement request; (c) we reasonably believe your use jeopardizes our ability to serve others, creates a security risk, or exposes us to liability; or (d) you breach Sections 9, 13, 14, or 15. No credits or refunds are issued for time during which Services are suspended due to your conduct or non-payment.

8. Intellectual Property

8.1 Our Property

All content on our Website and Services (other than User Submissions), including text, software, scripts, source code, graphics, images, photos, audio, music, video, and interactive features (“Content”) and all trademarks, service marks, and logos (“Marks”), is owned by or licensed to Killerspots and is protected by U.S. and foreign intellectual-property Laws. You may not use, copy, reproduce, distribute, transmit, display, sell, license, or exploit any Content or Marks without our prior written consent.

8.2 Work Product; Payment Condition

All projects, Deliverables, source files, code, and Services remain the property of Killerspots until all amounts owed are paid in full, at which point ownership of the final, paid Deliverables transfers to you to the extent set out in the applicable Order, except for our Pre-Existing/Tools (Section 8.4) and licensed third-party materials. All raw footage, b-roll, outtakes, project files, and content shot or created by Killerspots or its vendors remain the exclusive property of Killerspots unless otherwise agreed in writing, and may be licensed to you at our discretion.

8.3 Footer Credit & Licensing Proof

Where Killerspots designs a Website for you, the credit “Website developed and managed by Killerspots Agency” or the Killerspots Agency logo must remain displayed in the Website footer. This evidences licensing of third-party resources (stock images, graphics, professional plugins, fonts, and footage) used on the Site and ensures compliance with those licenses. Removing the credit may terminate those third-party licenses, and you assume all resulting liability.

8.4 Pre-Existing Materials & Tools

We retain all rights in our pre-existing materials, methodologies, know-how, software, templates, and tools used to deliver the Services. We grant you a non-exclusive, non-transferable license to use such elements only as embedded in your paid Deliverables.

8.5 Portfolio License

You grant Killerspots a worldwide, royalty-free license to use your name, logo, marks, and the Deliverables/Sites we create for you in our portfolio, case studies, and marketing materials, including screenshots, unless you opt out in writing.

9. User Submissions; Third-Party Rights; Indemnity

You represent and warrant that all User Submissions are owned by you or properly licensed, and do not and will not violate any Law or infringe any third-party right (including intellectual-property, publicity, or privacy rights). You are in the best position to know whether your content is legally permitted and are responsible for clearing all rights, releases, talent/guild fees, music licenses, and royalties. You agree to defend, indemnify, and hold Killerspots harmless from any claim, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to your User Submissions or your breach of this Section.

10. AI-Assisted and Generated Content

You acknowledge that Killerspots may use artificial-intelligence (“AI”) and machine-learning tools to research, generate, edit, or optimize Deliverables (including copy, images, audio, video, code, and recommendations). You agree that: (a) AI-assisted or AI-generated outputs may not be eligible for copyright or other protection and may be similar to outputs produced for others; (b) Killerspots does not warrant that AI outputs are accurate, original, or non-infringing, and you are responsible for reviewing and approving Deliverables before use or publication; (c) Killerspots will not knowingly submit your confidential business information to public AI tools that train on inputs without reasonable safeguards; and (d) you will not use the Services or Deliverables to create or distribute unlawful, deceptive, infringing, or harmful AI content (including non-consensual likenesses, deepfakes, or undisclosed synthetic endorsements) in violation of Law. Nothing in this Section permits Killerspots or its Affiliates to use Talent Materials in a way Section 16A.4 prohibits.

11. Privacy & Data Protection

11.1 General

Killerspots takes privacy seriously and complies with applicable privacy Laws. To the extent we collect Personal Data, we do so to provide and improve the Services. We limit internal access to Personal Data and do not sell Personal Data. Our full privacy practices are described in our Privacy Policy, which is incorporated by reference.

11.2 Roles

As between the parties, where Killerspots processes Personal Data on your behalf to provide the Services, you are the “controller”/“business” and Killerspots is the “processor”/“service provider” and will process such data only to provide the Services and as permitted by Law and your instructions.

11.3 Compliance Allocation

You are responsible for maintaining your own compliant, conspicuous privacy policy and for obtaining all consents, notices, and opt-out mechanisms required by Law for any data collection, tracking, advertising, email, SMS, or targeting we perform at your direction, including, where applicable, the California Consumer Privacy Act/California Privacy Rights Act (CCPA/CPRA), theVirginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, and other state consumer-privacy laws (as enacted and amended), the Children’s Online Privacy Protection Act (COPPA), and, for any EU/UK Personal Data, theGDPR/UK GDPR, the EU-U.S. Data Privacy Framework (DPF) and/or Standard Contractual Clauses (SCCs) for cross-border transfers.

11.4 Sensitive Data

You will not provide Killerspots with, or instruct us to process, sensitive Personal Data (e.g., government IDs, financial-account numbers, health/PHI, biometric, or children’s data) except under a separate written agreement. The Services are not designed to be PCI-DSS or HIPAA compliant and must not be used as such.

11.5 Data Subject Requests & Deletion

You may request deletion of your Personal Data from our systems by emailingsupport@killerspots.com, subject to our legal and operational retention needs. We will reasonably assist you in responding to consumer rights requests directed to you.

12. Telephone, SMS/Text, and Email Compliance (TCPA / 10DLC / CAN-SPAM)

If the Services include sending email, SMS/MMS/text, voice, or fax communications on your behalf or using your branding:you are solely responsible for ensuring all such communications comply with Law, including the Telephone Consumer Protection Act (TCPA), applicable state mini-TCPA laws, the CAN-SPAM Act, CTIA messaging principles, carrier requirements, and A2P 10DLC registration and campaign-vetting requirements. You represent and warrant that you have obtained all required prior express (or prior express written) consent from each recipient, maintain proof of consent and opt-out records, honor opt-outs promptly, and that your sender information, content, and footers are compliant.You will defend, indemnify, and hold Killerspots harmless from any claim arising from communications sent at your direction, including TCPA statutory-damages claims. Unsolicited bulk or unlawful messaging is strictly prohibited and grounds for immediate suspension.

13. Acceptable Use; Prohibited Conduct

You will use the Services and any allocated Website only for lawful, appropriate purposes and in compliance with all Laws. You will not: (a) infringe any Law or third-party right; (b) post, link to, or transmit material that is unlawful, threatening, abusive, defamatory, obscene, pornographic, harassing, hateful, or otherwise objectionable as we determine in our reasonable discretion; (c) deploy bots, spiders, scrapers, or automated systems against the Website (except public search engines for lawful indexing, which we may revoke); (d) harvest Personal Data or use communication systems for unsolicited solicitation, spam, chain letters, or pyramid schemes; (e) circumvent or interfere with security or usage-limit features; (f) attack, overload, or gain unauthorized access to any server, account, or network; or (g) resell or redistribute the Services without our written consent. We may remove violating material and suspend or terminate access at our discretion, and pursue civil and criminal remedies.

14. Customer Account & Security

You may need to create an account to access certain Services. You will provide accurate, complete, and current information; not impersonate any person or entity; not use another’s account without permission; keep your credentials secure; and notify us immediately of any breach or unauthorized use. You are solely responsible for all activity under your account. While Killerspots is not liable for losses caused by unauthorized use of your account, you may be liable to Killerspots and others for losses arising from misuse of your account.

15. Hosting, Email, and Server Acknowledgments

You acknowledge: (a) we do not guarantee the accuracy or quality of information transmitted via the Server; (b) we are not liable for loss of or damage to data on the Server, do not guarantee the Server is free of unauthorized access, and you are responsible for maintaining your own backups and adequate insurance; (c) we use commercially reasonable efforts to provide availability but are not liable for interruptions or downtime; (d) you are responsible for your credentials, disk/bandwidth usage (and excess-usage charges), and for not harming other customers; and (e) you must send all email/SMS in compliance with Section 12. The Services are not an archive, and we have no liability for loss, corruption, or destruction of Content.

16. Radio/Audio and Jingle Production

Production of radio commercials and jingles is a collaborative process requiring timely communication and approvals. For jingles, the first presentation is typically delivered 7 to 10 days from the initial creative discussion; radio-commercial production typically takes 2 to 3 business days. Both are subject to scheduling, talent availability, Force Majeure, and approval delays. For radio-commercial production and associated scriptwriting, full payment is due at signing. Jingle production begins upon a non-refundable 50% deposit; the balance is due upon your written approval of the jingle and will be charged to your payment method on file unless arranged otherwise in writing. The final approved master is delivered by secure file link within 5 business days after final payment; delivery is contingent on receipt of final payment. No residuals are owed after final payment, and you retain copyright ownership of the approved music/jingle in perpetuity, except for Killerspots’ Pre-Existing Materials and licensed third-party elements.

16A. Voice Talent Submissions and Promotional License

16A.1 Who This Section Covers

This Section applies to every person who submits, or at any time in the past has submitted, materials to be considered for, listed as, or represented as voice-over talent (“Talent”) by Killerspots.com, Inc., d/b/a Killerspots Agency, or by any of its Affiliates (as defined in Section 3) (together, “Killerspots and its Affiliates”). It applies no matter how the materials were submitted, including through a website form, application, talent platform, email, social media, or in person.

16A.2 Talent Materials

“Talent Materials” means everything you submit or make available to Killerspots and its Affiliates for this purpose, including your name and professional or stage name, voice demos and audio samples, headshots and photos, biography, credits, client list, voice and style descriptions, website links, social media links and handles, and any updates you send later.

16A.3 Promotional License

By submitting Talent Materials, you grant Killerspots and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid, perpetual license, at no cost to Killerspots and its Affiliates and without any fee or compensation owed to you, to use, reproduce, host, store, publish, post, display, stream, publicly perform, excerpt, and distribute your Talent Materials, and to link to your websites and social media profiles, on any website, talent roster, talent platform, social media account, newsletter, proposal, or other marketing owned or operated by Killerspots and its Affiliates. This license exists so we can promote you as available voice talent and promote the voice talent services of Killerspots and its Affiliates. It includes the right to let our hosting, website, platform, and social media service providers host and display your Talent Materials as needed to carry out these uses. You consent to our use of your name, likeness, voice, and biographical information for these purposes and waive any right to inspect or approve each individual use. We may edit Talent Materials only for format, length, file type, and quality (for example, trimming a demo or cropping a photo) and will not change the substance of your performance.

16A.4 What We Will Not Do

You keep ownership of your Talent Materials. This license does not transfer ownership to us. Killerspots and its Affiliates will not sell your Talent Materials, will not license them to third parties for those third parties’ own use, and will not use your voice or recordings to train artificial-intelligence models or to create a synthetic copy of your voice. Any paid voice-over engagement, including a buyout or usage rights for a client project, is governed by a separate written agreement or order.

16A.5 Your Representations

You represent and warrant that you own or have the right to submit your Talent Materials and to grant this license; that the voice in your demos and samples is your own; and that your Talent Materials do not infringe or violate the rights of anyone else, including the clients, producers, studios, and music owners whose work appears in your demos. Section 9 (User Submissions; Third-Party Rights; Indemnity) applies to your Talent Materials. If you are under eighteen (18), your parent or legal guardian must submit or approve your Talent Materials and agrees to this Section on your behalf.

16A.6 Past and Future Submissions

This Section applies to all Talent Materials, whether they were submitted before or after this Section was published. If you submitted Talent Materials before this Section was published, you agree that this Section governs the continued use of those materials by Killerspots and its Affiliates, and you may end that use at any time by requesting removal under Section 16A.7.

16A.7 Removal Requests

You may ask Killerspots and its Affiliates to remove your name, demos, photos, links, or any other Talent Materials at any time by emailing voicetalent@killerspots.comfrom the email address you used to submit, or with enough information for us to confirm your identity. We will remove the requested materials from the websites, rosters, and accounts we control within a commercially reasonable time, generally within thirty (30) days, and the license in Section 16A.3 ends for those materials once they are removed. Removal does not require us to recall proposals, newsletters, or other communications already sent before your request, and does not apply to copies kept only for legal, accounting, or backup purposes, which we will not use to promote you.

16A.8 No Guarantee of Work

Listing or promoting you does not guarantee auditions, bookings, or income, and does not create an employment, agency, partnership, or exclusive representation relationship unless a separate written agreement says so. Killerspots and its Affiliates decide whether, where, and for how long to list any Talent Materials and may remove them at any time.

17. Domain Name Registration

Killerspots does not guarantee the availability or registration of any requested domain. Do not assume registration until confirmed by the relevant authority (e.g., ICANN/registrar). Registration and use are subject to the authority’s terms, which you must comply with. We are not liable for your domain use; disputes are between you and the third party, and we may withhold, suspend, or cancel a domain during disputes. We will not release a domain to another provider until all amounts owed (including registration costs) are paid.

18. Support Services

Standard support covers Server-related issues only and is provided in English. Scripting, custom development, or out-of-scope support may be purchased at our then-current hourly rate, provided on request and billed in half-hour minimums, which we may waive at our discretion.

18A. Social Media Management, Third-Party Platforms, and Results

18A.1 No Guarantee of Results

Killerspots does not guarantee any specific number of followers, impressions, reach, views, likes, comments, shares, engagement, clicks, leads, calls, sales, rankings, or other outcome from social media, content, influencer, or advertising Services. Results vary by business, industry, audience, budget, and season. Results achieved for other clients, examples, case studies, and benchmarks are illustrative only and do not predict your results. Any goals, targets, or projections in an Order, proposal, or report are shared goals used for planning and reporting, not guarantees, and missing them is not a breach of this Agreement or grounds for a refund.

18A.2 Third-Party Platforms and Algorithms

Social media and advertising platforms, including those operated by Meta (Facebook and Instagram), Google (including YouTube), TikTok, LinkedIn, X, and others (each a “Platform”), control their own algorithms, reach, ranking, features, policies, verification programs, advertising review, and availability, and may change, limit, reject, remove, or suspend content, ads, pages, or accounts at any time without notice. Killerspots does not control and is not responsible or liable for any Platform’s decisions, outages, policy changes, or actions. Platform changes do not reduce or suspend your fees. Your use of each Platform is also governed by that Platform’s own terms.

18A.3 Your Accounts and Access

You own your social media accounts and are responsible for maintaining administrative access to them at all times. You agree to give Killerspots the access needed to perform the Services and to keep your account information, payment methods, and business verification current with each Platform. Killerspots is not responsible for account restrictions, suspensions, or losses caused by Platform actions, your content or conduct, third parties, or your failure to maintain access or security.

18A.4 Content Approval

Killerspots will provide content plans and finished posts for your review as described in your Order. You are responsible for reviewing and approving content, including the accuracy of all claims, offers, prices, credentials, and testimonials, before it is published. If you do not respond within the review period stated in your Order (or, if none, two (2) business days), Killerspots may, at its discretion, publish the content as submitted or hold it until you respond, and is not responsible for missed dates caused by delayed feedback. Your monthly fees continue during any delay.

18A.5 Community Management and Monitoring

Where your Order includes community management, Killerspots will respond to comments and messages during the coverage windows and within the response targets stated in your Order. Response targets are goals, not guarantees, and apply only during stated coverage windows. Unless your Order expressly provides otherwise, Killerspots does not monitor your accounts twenty-four (24) hours a day. Automated monitoring, alert, and reply tools may be delayed, miss messages, or fail, and Killerspots is not liable for any such failure. Killerspots is not an emergency, crisis, counseling, medical, legal, or financial service; you remain responsible for your own crisis response, legal and regulatory communications, and any statement made on your behalf in response to negative, sensitive, or public matters. Killerspots is not responsible for content posted by third parties on your accounts.

18A.6 Paid Boosting, Advertising Spend, and Influencers

Advertising and boosting spend is charged by the Platform to your payment method or billed separately, is your responsibility, and is non-refundable by Killerspots. Platforms may reject, limit, or stop ads at their discretion. Influencer or creator partnerships, if offered, are provided under a separate written agreement; Killerspots does not guarantee any creator’s performance, audience, or conduct, and you agree that sponsored content will include all disclosures required by Law, including the FTC Endorsement Guides.

18A.7 Published Content on Termination

Upon payment of all amounts owed, content published to your accounts during the term remains yours, and licensed third-party assets (such as stock images, music, or fonts) are licensed only for use in those published posts. Monthly reports already delivered are yours. Unpublished calendars, drafts, scripts, creative, and work for periods not paid for remain the property of Killerspots under Section 8.2 and are not transferred.

18A.8 Social Media Videos: Format, Licensing, and Permitted Use

Social media videos are produced for use only on the Client’s social media accounts (including boosted posts on those platforms) and may not be used on television, streaming TV, radio, websites, other advertising, or any other medium, because they contain third-party licensed materials. Videos run up to thirty (30) seconds each, and longer videos are quoted separately. Videos are produced in vertical format for mobile phones; horizontal versions are available on request. Killerspots uses only licensed stock images and footage, Client-supplied footage, licensed music, and, where applicable, licensed voice talent. If the engagement ends, completed and paid videos remain the Client’s to keep where they were published, but they may not be repurposed, edited, re-cut, or used in any other medium, because the third-party licenses do not permit it. Any use outside these terms requires Killerspots’ prior written approval and may require additional license fees. Timelines: social media videos are planned in the monthly content calendar and delivered for review approximately one week before their scheduled post date, once the script is approved and all Client footage and materials are received. Each video includes up to two rounds of revisions; additional revisions may be billed. Delays in Client approvals or materials move delivery and post dates accordingly, and monthly fees continue. Social media videos do not include AI-generated videos, AI avatars or spokespeople, or animated or motion-graphics videos, which are available at additional cost and quoted per video.

19. Disclaimer of Warranties

The Site, Content, Deliverables, and Services are provided “as is” and “as available,” without warranties of any kind, express or implied. Killerspots expressly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services or Content are accurate, complete, reliable, current, secure, or error-free, or that any marketing, SEO, advertising, or campaign will achieve any particular result, ranking, traffic, lead, or revenue outcome.

20. Limitation of Liability

To the fullest extent permitted by law, in no event will Killerspots, its affiliates, or their respective officers, directors, employees, licensors, assigns, or agents be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, or for any loss of profits, revenue, data, goodwill, or reputation, arising out of or relating to the Services, even if advised of the possibility of such damages. In all events, Killerspots’ total aggregate liability arising out of or relating to this Agreement or the Services will not exceed the total amounts you paid to Killerspots for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim or, if you have paid nothing, one hundred U.S. dollars ($100). These limitations are an essential basis of the bargain and apply even if a remedy fails its essential purpose. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

21. Indemnification

To the fullest extent permitted by Law, you will defend, indemnify, and hold Killerspots and its affiliates, officers, directors, employees, and agents harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your User Submissions or Customer Content; (b) your products, services, websites, or advertising; (c) your breach of this Agreement or violation of any Law; (d) communications sent at your direction (including TCPA/CAN-SPAM claims); (e) your infringement or misappropriation of any third-party right; and (f) your or your end users’ use of the Services or Deliverables.

22. Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED.

22.1 Agreement to Arbitrate

Except as provided in Section 22.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (“Dispute”) will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, where required, its Consumer Arbitration Rules), before a single arbitrator. The arbitration will take place in Hamilton County, Ohio, or by videoconference, and judgment on the award may be entered in any court of competent jurisdiction.

22.2 Class-Action Waiver

All disputes will be arbitrated on an individual basis only. You and Killerspots waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party’s claims or preside over any form of class proceeding.

22.3 Informal Resolution First

Before initiating arbitration, the parties will attempt in good faith to resolve the Dispute by written notice and a 30-day negotiation period.

22.4 Exceptions

Either party may (a) bring an individual action in small-claims court, and (b) seek injunctive or equitable relief in court to protect intellectual-property or confidential information or to collect amounts owed. Either party may opt out of this arbitration provision by written notice to billing@killerspots.com within 30 days of first accepting these Terms.

23. Governing Law; Venue; Jury Waiver

This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 22, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hamilton County, Ohio. To the fullest extent permitted by law, each party expressly waives any right to a trial by jury.

24. Limitation Period

Any claim arising out of or relating to this Agreement or the Services must be filed within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by Law.

25. Acknowledgment of Payment Obligation

By signing a proposal, Order, or otherwise accepting these Terms, you acknowledge and agree to pay Killerspots for all Services rendered. You understand that unpaid invoices entitle Killerspots to pursue all legal remedies, and that you are responsible for all associated costs of collection, including reasonable attorneys’ fees and court costs. Subscriptions are billed monthly and may be cancelled on 30 days’ written notice under Section 5. Where a signed Order includes a minimum term or “Added Value,” Section 5.2 applies. Domain renewals and client media/ad spend are billed separately.

26. Force Majeure

Except for payment obligations, neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including fire, explosion, power outage, earthquake, flood, severe weather, strike, riot, embargo, labor dispute, acts of civil or military authority, war, pandemic or epidemic, terrorism (including cyber-terrorism), hacks, denial-of-service attacks, acts of God, acts/omissions of internet carriers, or acts/omissions of regulatory or governmental authorities (“Force Majeure”).

27. Changes to These Terms

Killerspots may change these Terms at any time. We will use reasonable efforts to notify Customers in advance by email. Changes become binding on the date posted to our website, and your continued use of the Services after that date constitutes acceptance. If you do not agree, your sole remedy is to cancel the Services in accordance with Section 5. Changes do not apply to any Dispute that either party had notice of before the change was posted, and changes to Subscription pricing take effect as stated in Section 4.2.

28. General Provisions

• 28.1 Entire Agreement. This Agreement, together with any applicable Order and any separate written talent, engagement, or usage agreement, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, whether written or oral, regarding its subject matter. It may be modified only by a writing signed by an authorized representative of the party to be charged (other than changes under Section 27).
• 28.2 Severability. If any provision is held void or unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
• 28.3 No Waiver. A failure to enforce any provision is not a waiver. All waivers must be in writing.
• 28.4 Assignment. You may not assign this Agreement without our prior written consent. Killerspots may assign, sell, or transfer this Agreement, in whole or in part, at any time. This Agreement binds and benefits the parties’ successors and permitted assigns.
• 28.5 Notices. Notices are effective if sent by email to the primary email address on file, or if sent by registered/certified mail (return receipt requested) or nationally recognized overnight courier to the party’s address of record. Notices to Killerspots must be sent to legal@killerspots.com, except cancellation notices (Section 5) and talent removal requests (Section 16A.7), which go to the addresses stated in those Sections.
• 28.6 Independent Contractor. The parties are independent contractors; nothing creates a partnership, joint venture, employment, or agency relationship except as expressly stated for media-buying authorization in an Order.
• 28.7 Electronic Signatures & Communications. You consent to transact electronically. Electronic signatures, acceptances, and records satisfy any requirement that records be in writing under the E-SIGN Act and applicable Law.
• 28.8 Survival. Sections that by their nature should survive termination (including Sections 4, 6, 8 to 10, 12, 16A, 19 to 25, and 28) survive.
• 28.9 Headings. Headings are for convenience only and do not affect interpretation.

Contact

Questions about these Terms? Reach us at:

Legal Counsel

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