Terms &
Conditions

Parties & Agreement

This Agreement is entered into between:

This Agreement becomes effective upon the earliest of the following: (a) submission of a completed project intake form, (b) written acceptance of a project proposal, or (c) receipt of any project payment. It governs all services delivered by Breaking the Algorithm, LLC, including but not limited to website design and development, The Intelligence Brief™ research deliverable, copywriting, SEO, automation setup, lead generation systems, CMS configuration, and ongoing maintenance retainers.

Scope of Work

The specific deliverables, pages, features, and services included in each engagement are defined in the project proposal issued prior to the commencement of work. The proposal constitutes the definitive scope of work and supersedes any prior verbal or written discussions regarding deliverables.

What is included in your engagement is explicitly listed in your proposal. Anything not listed is not included, regardless of general industry expectation or prior conversations.

Scope changes requested after proposal acceptance are evaluated on a case-by-case basis. All scope additions are quoted in writing before work begins on the addition. The Company is under no obligation to absorb scope additions at the original project fee. Requests for scope additions do not automatically pause or extend the original project timeline unless the Company determines that the addition materially affects the delivery schedule.

The Company reserves the right to decline scope additions that conflict with project integrity, timeline commitments to other clients, or the Company's capabilities at the time of the request.

Payment Terms

Project Deposit. All new project engagements require a 50% deposit of the total agreed project fee prior to commencement of any work. The project build schedule is confirmed upon receipt of the cleared deposit and completion of the intake questionnaire. No design, development, research, or copywriting work begins prior to both conditions being satisfied.

Balance Payment. The remaining project balance is due within 72 hours of the Company delivering the final project for client review and approval, or upon launch — whichever occurs first. The Company will issue a final invoice at this stage. Delivery of the final project constitutes the triggering event for the balance payment obligation.

Rush Engagements. Projects designated as "rush" — requiring expedited scheduling that displaces the existing build queue — require full payment of the total project fee upfront, inclusive of the rush surcharge. Rush availability is not guaranteed and must be confirmed by the Company in writing prior to project intake. Rush engagements carry a surcharge of 25% of the total project fee.

Late Payments. Balances unpaid beyond 14 days of the invoice date are subject to a late fee of 1.5% per month on the outstanding amount. The Company reserves the right to suspend delivery of project files, hosting credentials, and post-launch support until all outstanding balances are cleared.

Non-Payment & Collections. In the event of non-payment, the Company reserves all rights to the work product until payment is received in full. Accounts referred to collections are subject to all associated costs including collection agency fees and reasonable attorney's fees.

Project Hold Fees. If a project is paused due to the Client's failure to respond to information requests, provide required content, or make decisions necessary to proceed, the Company will issue written notice. Projects inactive for more than 5 business days due to pending Client responses may be subject to a hold fee of $75. Projects dormant for 30 or more calendar days may require a re-engagement fee of $250 to re-enter the active build queue.

All prices are in United States Dollars (USD). The Company does not accept cryptocurrency or barter arrangements unless explicitly agreed in writing.

Timelines & Delays

Project timelines are established in the project proposal and represent the Company's good-faith commitment to delivery, contingent on the Client's timely cooperation.

Client responsibilities that affect timeline include: providing required content (copy, images, logos, credentials) by agreed dates; responding to staging previews and revision requests within 3 business days; making decisions required to proceed at each milestone; and providing accurate, complete information in the project intake questionnaire.

Timeline pauses. The project clock pauses when the Company is waiting on Client responses, content, or decisions. The Client will be notified in writing when the clock is paused and when it resumes. Timeline extensions caused by Client delays do not constitute a breach of contract by the Company and do not entitle the Client to a fee reduction or refund.

Force majeure. Neither party shall be held in breach of this Agreement for delays caused by circumstances beyond reasonable control, including natural disasters, illness, technical infrastructure failures, or other events outside either party's reasonable ability to anticipate or prevent.

Timeline estimates for SEO and marketing results are not guaranteed. The Company delivers technically sound SEO infrastructure, but search engine ranking outcomes are determined by third-party algorithms outside the Company's control.

Revisions & Changes

Each engagement tier includes a defined number of revision rounds as specified in the project proposal. A revision round is defined as one consolidated list of requested changes, submitted at one time, addressing the current staging deliverable. Piecemeal revision requests submitted across multiple communications do not constitute a single revision round.

What constitutes a revision: Changes to existing design elements, copy adjustments, layout modifications, and minor feature tweaks within the agreed scope.

What is not a revision: Requests for new pages, new features, new sections, or fundamental redesigns of approved work. These are treated as scope additions and quoted separately.

The Final Edit List. Prior to launch, the Client submits one consolidated Final Edit List. This list represents the Client's complete and final set of requested changes. The Company will action the Final Edit List and clear the project for launch. Changes submitted after the Final Edit List has been actioned are treated as post-launch scope additions.

Additional revision rounds beyond the included number are available at the per-tier rate specified in your proposal ($200–$500 depending on engagement tier). Additional rounds must be requested and invoiced before work begins on them.

Approval by silence. If the Client does not respond to a staging preview or revision delivery within 7 business days, the Company may treat the deliverable as approved and proceed to the next milestone or to launch.

Intellectual Property

Ownership upon full payment. Upon receipt of full payment for the engagement, the Client receives full ownership of the final deliverables — the website files, copy, and design assets created specifically for the Client's project. This transfer of ownership applies to the final, delivered work product only.

What the Company retains. The Company retains ownership of all proprietary methodologies, frameworks, templates, toolsets, process documentation, and general techniques developed or used in the delivery of services. This includes The Intelligence Brief™ research methodology and framework, which represents the Company's proprietary intellectual property. Clients receive the deliverable output of The Intelligence Brief™ but not the underlying methodology or framework.

Pre-existing assets. Any design elements, code libraries, fonts, or third-party assets incorporated into the project and not originally created for this engagement remain the property of their respective owners and are subject to their respective license terms.

Ownership is contingent on payment. Ownership of work product does not transfer to the Client until all outstanding balances are paid in full. Prior to full payment, the Company retains all intellectual property rights to the work produced.

License during development. While a project is active and prior to full payment, the Client receives a limited, non-transferable license to use deliverables solely for review and approval purposes.

Client-Supplied Content

When the Client supplies content for incorporation into the project — including text, images, logos, video, trademarks, or any other materials — the Client represents and warrants that:

• They own or have the legal right to use all supplied materials
• The use of supplied materials does not infringe on the intellectual property rights of any third party
• The supplied materials do not contain content that is defamatory, obscene, or in violation of applicable law
• They hold all necessary licenses, permissions, and releases required for the intended use

The Client agrees to indemnify and hold harmless Breaking the Algorithm, LLC from any claims, damages, costs, or liabilities arising from the use of Client-supplied content. The Company reserves the right to decline to incorporate content that it reasonably believes may infringe on third-party rights or violate applicable law.

Content not supplied by Client. Copywriting is included in all engagement tiers as specified in the project proposal. Where the Company authors copy on behalf of the Client, the Client is responsible for reviewing and approving all content for factual accuracy prior to launch. The Company is not liable for inaccuracies in content approved by the Client.

Confidentiality

Both parties agree to treat as confidential any proprietary, sensitive, or non-public information disclosed in the course of the engagement. This includes business strategy, financial information, customer data, trade secrets, and any information designated as confidential by either party.

The Company's obligations. Breaking the Algorithm, LLC will not disclose Client business information to third parties without the Client's written consent, except as required by law or as necessary to deliver the agreed services (for example, sharing relevant details with a third-party tool or integration provider).

The Client's obligations. The Client will not disclose the Company's proprietary methodologies, pricing structures, internal processes, or deliverable frameworks to third parties without prior written consent.

Exceptions. Confidentiality obligations do not apply to information that: (a) becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law, regulation, or court order; or (d) is independently developed by the receiving party without reference to the confidential information.

Confidentiality obligations survive the termination of this Agreement for a period of two (2) years.

Limitation of Liability

To the maximum extent permitted by applicable law, Breaking the Algorithm, LLC's total liability to the Client for any claims arising out of or related to this Agreement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by the Client to the Company under the specific engagement giving rise to the claim.

The Company is not liable for:

• Indirect, incidental, consequential, or punitive damages of any kind
• Loss of revenue, business, profits, or data
• Damages resulting from third-party platform changes, outages, or policy modifications (including but not limited to Netlify, Google, Meta, or any hosting or analytics provider)
• Search engine ranking changes or algorithm updates affecting the Client's SEO performance
• Damages resulting from the Client's modification of delivered work product after handoff
• Security breaches or data loss attributable to third-party infrastructure providers
• Damages resulting from the Client's failure to maintain domain registration, hosting, or third-party service subscriptions

The Client acknowledges that digital services involve third-party dependencies and that the Company cannot guarantee uninterrupted operation of services beyond its direct control.

Warranties & Disclaimers

What the Company warrants: The Company warrants that services will be performed in a professional and workmanlike manner, consistent with reasonable industry standards. The Company warrants that, to the best of its knowledge, work product delivered does not infringe on the intellectual property rights of third parties — except as it relates to Client-supplied content governed by Section 07.

What the Company does not warrant:

• That the delivered website will generate any specific level of leads, revenue, or traffic
• That the website will achieve or maintain any specific search engine ranking
• That third-party integrations (Google Analytics, CRM tools, automation platforms) will remain available, functional, or free of charge indefinitely
• That the website will be free from all browser compatibility issues across every device, operating system, and browser version in existence
• That content created by the Company is legally compliant for specific regulated industries (legal, medical, financial). Clients in regulated industries are responsible for ensuring compliance with industry-specific regulations

The Company delivers against the agreed scope with professional diligence. Business outcomes are influenced by many factors outside the Company's control, including market conditions, client follow-through, and platform changes.

Termination

Termination by Client. The Client may terminate the engagement at any time by providing written notice to Admin@BreakingTheAlgorithm.com. Upon termination:

• The Client is responsible for payment of all work completed through the termination date, billed at a pro-rated portion of the agreed project fee proportional to work completed
• The initial deposit is non-refundable in cases of Client-initiated termination, as it compensates the Company for research, planning, and reserved build capacity
• Any work product completed and delivered prior to termination remains subject to the intellectual property terms of Section 06
• Work product not yet delivered at the time of termination remains the property of the Company until all outstanding fees are paid

Termination by Company. The Company reserves the right to terminate an engagement if: (a) the Client materially breaches this Agreement and fails to remedy the breach within 7 business days of written notice; (b) the Client engages in conduct that the Company reasonably determines to be abusive, harassing, or threatening toward Company personnel; or (c) the Client requests the incorporation of content that is illegal, defamatory, or otherwise contrary to this Agreement.

In the event of Company-initiated termination for Client breach, the Client forfeits all fees paid and the Company is under no obligation to deliver any further work product.

Survival. Sections 06 (Intellectual Property), 07 (Client Content), 08 (Confidentiality), 09 (Limitation of Liability), and 14 (Governing Law) survive the termination of this Agreement.

Portfolio Rights

The Client grants Breaking the Algorithm, LLC a perpetual, royalty-free, non-exclusive license to display work produced under this engagement in the Company's portfolio, case studies, website, marketing materials, and social media — for the purpose of demonstrating the Company's capabilities.

Portfolio use will present the Client's brand accurately and professionally. The Company will not disclose confidential business information, financial performance data, or internal strategy in portfolio materials without the Client's express written consent.

If the Client prefers that their project not appear in the Company's portfolio, they must notify the Company in writing prior to project launch. Post-launch removal requests will be honored within a reasonable timeframe but cannot account for materials already distributed.

Independent Contractor

Breaking the Algorithm, LLC operates as an independent contractor. Nothing in this Agreement creates or implies an employer-employee relationship, agency, partnership, or joint venture between the Company and the Client.

The Company retains sole discretion over the manner and methods by which services are delivered, subject to the agreed scope and deliverables. The Company may engage subcontractors or third-party specialists at its discretion to fulfill portions of the engagement. The Company remains fully responsible for the quality of all delivered work product regardless of whether subcontractors are involved.

The Client shall not be responsible for any employment taxes, insurance, or benefits with respect to the Company or any personnel engaged by the Company.

Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

Dispute resolution process. In the event of a dispute arising from this Agreement, both parties agree to the following process before pursuing legal action:

1. Direct negotiation. Either party may initiate a written notice of dispute. Both parties agree to engage in good-faith direct negotiation for a period of 14 days from the date of the notice.
2. Mediation. If direct negotiation fails to resolve the dispute, both parties agree to participate in non-binding mediation with a mutually agreed mediator before pursuing litigation or arbitration.
3. Jurisdiction. If mediation is unsuccessful, any legal proceedings shall be brought exclusively in the state or federal courts located in Volusia County, Florida. Both parties consent to the personal jurisdiction of these courts.

Entire Agreement. This Agreement, together with the project proposal issued for the specific engagement, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and understandings. No verbal agreements or representations modify this Agreement. Any amendments must be made in writing and acknowledged by both parties.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Contact

Questions regarding these Terms and Conditions may be directed to:

Breaking the Algorithm, LLC reserves the right to update these Terms and Conditions at any time. Material changes will be communicated to active clients via email. Continued engagement with the Company following the effective date of any update constitutes acceptance of the revised terms. The current version of these Terms and Conditions is always available at breakingthealgorithm.com/terms.