Effective Date: January 1, 2025
Entity: Echo & Impact Inc. (Echo & Impact, we, us, our, company)
Principal Place of Business: Buffalo, New York, USA
Offshore Operations: Karachi, Pakistan
Counterparty: The entity or individual identified in Terms & Conditions, a Quote, Business Proposal, Order Form, Contract, Consent Form, Scope, Statement of Work, or any other electronic document signed between Echo & Impact and the Counterparty that incorporates these Terms (Client, you, your)
1. Agreement Structure
1.1 Scope. These Terms & Conditions govern all services we provide, including without limitation strategy, creative, social and content, organic and paid advertising, SEO, email and SMS, analytics and tracking, web and app design and development, and related consulting, support, and training (collectively, Services).
1.2 Orders. Each engagement will be described in a mutually executedQuote, Business Proposal, Order Form, Contract, Consent Form, Scope, Statement of Work, or any other electronic document signed between Echo & Impact and the Counterparty. Orders may reference schedules, for example a Data Processing Addendum, technical appendices, and service-specific policies (Ancillary Terms).
1.3 Order of Precedence. If there is a conflict, the following controls in descending order: (a) a Data Processing Addendum or other schedule expressly designated to control, (b) the Order, (c) these Terms & Conditions, (d) any other Ancillary Terms, (e) our Website Terms of Use and Privacy Policy.
1.4 Website Policies. By using our site, portals, or tools, you agree to these Terms & Conditions and acknowledge our Privacy Policy. All policies supplement, and do not supersede, these Terms for paid or unpaid engagements.
2. Term and Changes
2.1 Term. These Terms start on the Effective Date and continue until terminated under Section 16.
2.2 Updates. We may update these Terms prospectively. Updates do not change a then-active Order unless both parties agree in writing.
3. Services, Dependencies, and Client Obligations
3.1 Performance. We will provide the Services described in each Order using commercially reasonable skill and care.
3.2 Dependencies. You agree to timely provide information, approvals, access, assets, and designated points of contact that are reasonably required. Schedules are estimates and depend on your cooperation, timely feedback, and inputs. To the maximum extent permitted by law, we are not responsible for any loss or delay you incur that results from your failure to provide dependencies on time.
3.3 Approvals and Acceptance. Deliverables are deemed accepted and approved on the earlier of: (a) your written approval, (b) your first production use, or (c) seven business days after delivery without a written, specific rejection that describes a material nonconformity to the Order.
3.4 Platform and Third-Party Policies. You must comply with the terms of platforms and providers used in the Services, for example Meta, Google, TikTok, Shopify, WooCommerce, AWS, GitHub, email or SMS gateways, APIs, or any other third-party platform used to deliver the Order. We are not responsible for outages, policy changes, enforcement actions, bans, or rejected ads or content.
3.5 Compliance. You are solely responsible for the legality of your business model, content, products, claims, and targeting, including sector rules for healthcare, financial promotions, alcohol or tobacco, supplements, sweepstakes, and endorsements. We do not provide legal, medical, or financial advice. If regulated data such as PHI under HIPAA or non-public financial data is in scope, a separate written addendum (for example, a DPA or BAA) is required to be provided by the client and accepted by us before any such data is shared.
3.6 Security and Access. Credentials must be shared through secure methods we specify. You remain responsible for your systems, accounts, and users. To the maximum extent permitted by law, we are not responsible for any data or account breach, compromise, or loss of accounts (including platforms named above) arising from third-party failures, your configurations, your personnel, or events beyond our reasonable control. Nothing in this section limits liability for our willful misconduct or gross negligence.
3.7 Third-Party Tools; No Control. You acknowledge that third-party tools and platforms are not under our control and may change or withdraw features, enforce policies, or suspend access at any time. Your continued compliance with third-party terms is your responsibility.
4. Fees, Expenses, Taxes, and Payment
4.1 Fees. Fees are set forth in each Order. Unless the Order states otherwise, ad spend, media buys, software subscriptions, third-party APIs, stock assets, production costs, and any other external costs required to make the ordered work functional are excluded and paid by you.
4.2 Invoicing and Payment. Unless stated otherwise: (a) setup fees, retainers, and/or the first billing cycle are due upfront, (b) recurring fees are due monthly in advance, (c) project fees that associate with milestone as stated in the Order is due upon delivery. Payment is due within five (5) calendar days of milestone delivery or invoice.
4.3 Late Payment and Suspension. We may suspend work and withhold Deliverables for late or failed payments and will not resume work until all amounts due are received. Disputes must be raised in good faith and in writing within ten (10) days of invoice. To the maximum extent permitted by law, we are not responsible for any loss to you (including lost sales, revenue, clients, or assets) caused by delayed or failed payments.
4.4 No Setoff; Non-Refundable. Fees are non-refundable and not subject to setoff until expressly stated. Unused hours do not carry over unless the Order states otherwise. Fees reflect allocated capacity and may include discounts; discounted fees remain non-refundable.
4.5 Taxes. Fees exclude taxes. You are responsible for all applicable sales, use, VAT or GST, withholding, and similar taxes, excluding taxes based on our net income. If withholding applies, you will gross up so that we receive the amounts we would have received without withholding.
4.6 Refund Policy; No-Refund Conditions. Except where a specific refund right is expressly stated in these Terms or an Order, all fees are non-refundable. Without limiting the foregoing, no refund will be provided if any of the following apply:
(a) You are unresponsive or unreachable for more than fifteen (15) working days without prior written notice;
(b) You place your project on hold (you may elect to place a project on hold within fifteen working days of payment, but fees already paid remain non-refundable);
(c) External circumstances outside Echo & Impact’s control prevent performance, including without limitation, your company shutting down, changes in ownership or management, internal partner disputes, financial limitations, staffing changes, a change of mind, or similar issues;
(d) The project was outsourced to us by you as a third-party provider or reseller and your end client cancels, changes scope, or fails to perform;
(e) You dispute, charge back, or otherwise reverse a payment. In such an event, we may immediately suspend Services and terminate all Orders, and all outstanding amounts become due and payable.
4.7 Refund Policy; Refund Circumstances. Subject to the terms and exclusions in the section above, the following are the only circumstances in which a refund may be issued:
(a) Billing Error or Duplicate Payment. If we charge you in error, or you make a duplicate payment, we will refund the erroneous or duplicate amount after verification.
(b) Our Termination. If we terminate an Order for convenience under Section 16.1, we will refund any prepaid, unearned fees for the post-termination period, net of work performed before the effective termination date.
(c) Failure to Commence Due Solely to Us. If, after you have provided all required dependencies in writing, we fail to commence the applicable Services within twenty (20) business days due solely to our fault, you may request a refund of the upfront fee paid to us for that phase or milestone that has not begun.
5. Changes, Additions, Out of Scope, and Rush Work
5.1 Change Requests and Additions. Any change, addition, enhancement, reduction, re-prioritization, or deviation from the assumptions, scope, deliverables, or timeline in an Order (a Change) requires a written change order executed by both parties. Change orders will specify scope adjustments, timeline impacts, and associated fees (including any incremental ad spend, subscriptions, or production costs). We are not obligated to proceed with a Change until a change order is executed.
5.2 Out of Scope. Items not expressly included in an Order are out of scope, fall under the category of change and are billable at our then-current rates. We may provide a written estimate before commencing out-of-scope work.
5.3 Client Delays and Idle Time. If we are unable to proceed due to missing dependencies, approvals, content, or access for more than five (5) business days, we may (a) reallocate the team and reschedule, (b) invoice any completed or partially completed milestones, and (c) charge re-activation or context-reset fees that reflect the cost of restarting work.
5.4 Rush Work. Client-requested expedited work, including work outside normal business hours or in shortened timelines, may incur rush fees and may require scope trade-offs to maintain quality.
5.5 Estimates vs. Commitments. Timelines, dates and hours are good-faith estimates and are contingent on your timely inputs and third-party platform performance. Fixed-date commitments must be expressly stated in the Order.
6. Intellectual Property and Licenses
6.1 Client Materials. You retain all rights in materials you provide (Client Materials). You grant us a nonexclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely to provide the Services agreed in the Order. You represent that you have all necessary rights and that Client Materials do not infringe or violate rights of others or applicable law.
6.2 Echo & Impact IP. We retain all rights in our pre-existing and underlying materials, methodologies, tools, know-how, templates, code libraries, and data (E&I IP).
6.3 Deliverables. Upon your full payment of all amounts due for the applicable Order, we grant one of the following as specified in the Order:
(a) Assignment. Ownership of identified final Deliverables transfers to you, excluding E&I IP and Third-Party Materials, which are licensed as below; or
(b) License. A perpetual, nonexclusive, worldwide license to use, reproduce, display, and create derivative works of the final Deliverables for your internal business and marketing purposes.
6.4 Embedded E&I IP. To the extent E&I IP is embedded in Deliverables, we grant you a nonexclusive, perpetual, worldwide license to use such E&I IP as incorporated, solely with the Deliverables.
6.5 Third-Party Materials and Open Source. Deliverables may incorporate third-party or open-source components subject to their own licenses. You agree to comply with such licenses. We will identify material third-party dependencies known at delivery upon request.
6.6 Portfolio Use. Unless an Order states otherwise, you grant us the right to identify you as a customer and to display non-confidential Deliverables for portfolio, case studies, and reasonable marketing, provided we do not disclose your confidential information or pre-launch materials.
6.7 Tools and Accounts. Unless an Order states otherwise, platform accounts, including but not limited to ad accounts, analytics, CMS, and repositories, are owned and paid by you. We may create or request creation of such accounts and administrative roles as needed.
6.8 Third-Party Tools Acknowledgment. All third-party tools and platforms used in delivery (including without limitation Meta, Google, TikTok, Shopify, WooCommerce, AWS, GitHub, email or SMS gateways, and APIs) are subject to their own terms, policies, and uptime. We do not grant any rights in such tools beyond the rights those third parties grant to you or us.
7. Confidentiality
7.1 Definition. Confidential Information means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood as confidential, including without limitation business plans, proposals, strategies, pricing, customer data, technical information, and the terms of Orders.
7.2 Obligations. The receiving party will use Confidential Information only to fulfill the Agreement, protect it using at least reasonable care, and not disclose it except to personnel and subcontractors with a need to know who are bound by comparable obligations.
7.3 Exclusions. Confidential Information does not include information that is publicly available without breach, was known without restriction, was independently developed, or is rightfully received from a third party.
7.4 Compelled Disclosure. A party may disclose Confidential Information when legally compelled, after providing prompt notice where lawful and cooperating on protective measures.
7.5 Return or Destruction. Upon written request, the receiving party will return or destroy the disclosing party’s Confidential Information, except that one archival copy may be retained only for compliance and legal purposes. Failure to comply may entitle the disclosing party to seek appropriate legal and equitable relief.
7.6 Payment Information. We process payments through reputable third-party processors and banking partners. Those processors store and secure payment card and bank account data; we do not have access to full card numbers or CVV codes stored by them. We may receive and retain limited, masked identifiers, processor-issued tokens, and transaction metadata for billing, reconciliation, fraud prevention, and chargeback defense.
a) If we need to collect your card or banking details directly, we will do so only through secure collection methods that we designate. Access to any such information is restricted to designated billing personnel under confidentiality obligations, enforced by least-privilege access, logging, and encryption at rest. We do not intentionally collect or store full payment card numbers or CVV codes in our systems if otherwise required to perform the services on Order or collect payments. If you transmit payment information outside our approved secure methods, we may delete it immediately and require re-submission through an approved channel.
b) ACH or bank account details that we collect, if any, will be limited to the minimum necessary to initiate and manage payments, encrypted at rest, and accessible only to designated handlers. Upon project closure or upon your written request, we will delete or irreversibly redact any such details we hold to the extent commercially reasonable, while retaining processor tokens and legally required records, including masked identifiers and transaction records, for tax, audit, and compliance purposes. You authorize us to share payment information with our processors solely to process transactions and manage your account.
8. Data Protection and International Transfers
8.1 Privacy. Each party will comply with applicable data protection laws for personal data it processes. Our Privacy Policy describes our handling of personal data in our role as a controller.
8.2 Processor Role. We process personal information on your behalf in connection with an Order, including but not limited to marketing, ecommerce, analytics, creative, or development services, we act as your processor/service provider. Processing is governed by Echo & Impact’s Privacy Policy and Terms & Conditions. We will not process regulated health information (for example, PHI under HIPAA) or other sensitive regulated data without an executed, compliant addendum (for example, a DPA or BAA) provided by the client and accepted by us.
8.3 Subprocessors and Transfers. You authorize our use of onshore and offshore teams, affiliates, and subcontractors, including in the United States, Pakistan, and any other country in which we expand operations, for delivery of the Services. We will implement commercially reasonable technical and organizational measures appropriate to the risk.
8.4 Incident Notice. We will notify you without undue delay after confirming a security incident that occurs through us that affects your data in our possession and will provide relevant information available at that time to support your compliance efforts.
9. Subcontracting and Delivery
We may engage qualified third parties onshore or offshore, to perform portions of the Services. We remain responsible for our obligations and for our subcontractors’ performance.
10. Warranties and Disclaimers
10.1 Mutual. Each party represents that it is duly organized, validly existing, and has authority to enter into and perform under this Agreement.
10.2 Services Warranty; Limited Post-Delivery Warranty for Development. We will perform the Services in a professional and workmanlike manner using personnel with appropriate skills and experience. For web development Services only (website development, web app development, and e-commerce store builds), we provide a thirty (30) day warranty from final delivery for material bugs and defects that materially deviate from the approved scope. This warranty is void if any third party (other than us) alters the codebase, hosting, integrations, or configurations during the warranty period. Issues must be reported within the relevant milestone review window; features or elements omitted from timely milestone feedback cannot be claimed at later stages. After the 30-day period, remediation is provided only under an active maintenance agreement or as new billable work. No other Services include a warranty unless expressly stated in the Order.
10.3 Specific Disclaimers. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant or guarantee: (a) specific results, ROI, revenue, rankings, engagement, lead volume, or any projected outcomes; (b) uninterrupted or error-free operation of platforms; (c) compliance of your products, content, or claims with law or third-party policies; or (d) that third-party platforms will approve or continue to permit any ad, content, or account.
11. Indemnification
11.1 By Client. You will defend, indemnify, and hold harmless Echo & Impact and its officers, directors, employees, and contractors from and against claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Client Materials, (b) your products, services, content, or conduct, (c) your violation of law or third-party rights, or (d) your breach of this Agreement.
11.2 By Echo & Impact. We will defend, indemnify, and hold you harmless from third-party claims alleging that Deliverables, as provided by us and used by you according to this Agreement, infringe a United States patent, copyright, or trademark. We have no obligation for claims arising from: (i) Client Materials or instructions, (ii) combinations with items not supplied by us, (iii) use outside the scope of this Agreement, or (iv) third-party or open-source components provided under their own licenses. For any such claim, we may: (1) procure rights, (2) modify or replace Deliverables to be non-infringing with substantially equivalent functionality, or (3) if options (1) and (2) are not commercially reasonable, terminate the affected Order. No refund is provided in this case.
11.3 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and grant control of the defense and settlement (not to be unreasonably withheld). The indemnifying party may not settle any claim that imposes non-monetary obligations on the indemnified party without its consent.
12. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, goodwill, or data; or costs of substitute services, in each case arising from or related to this Agreement, even if advised of the possibility and even if a remedy fails of its essential purpose. Except for: (a) your payment obligations, (b) either party’s breach of Section 7 (Confidentiality), (c) your breach of Sections 3.5 (Compliance) or 6.1 (Client Materials), or (d) each party’s indemnification obligations, each party’s aggregate liability arising from or related to this Agreement will not exceed the amounts paid by you to Echo & Impact under the applicable Order during the twelve (12) months immediately preceding the event giving rise to liability.
13. Non-Solicitation
During the term of an Order and for twelve (12) months thereafter, you will not, directly or indirectly, solicit for employment or engagement any Echo & Impact personnel who were substantially involved in the Services, except through general advertisements not targeted to such personnel. If you hire in violation of this section, you will pay a liquidated amount equal to forty percent (40%) of the hired individual’s first-year compensation as a reasonable estimate of harm.
14. Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including without limitation natural disasters, war, terrorism, labor actions, government actions, utility or Internet failures, third-party platform outages or policy shifts, and epidemics or pandemics. The affected party will use reasonable efforts to mitigate and resume performance.
15. Publicity
We may use your name and logo in a customer list and showcase non-confidential Deliverables as portfolio work, unless the Order expressly prohibits or you reasonably withhold consent for sensitive work.
16. Termination and Suspension
16.1 Convenience. Either party may terminate an Order for convenience on thirty (30) days’ written notice unless the Order specifies a fixed term or minimum commitment. Fees paid are non-refundable except as expressly stated in these Terms.
16.2 Cause. Either party may terminate an Order for material breach if the breach is not cured within ten (10) business days after written notice that specifies the breach.
16.3 Suspension. We may suspend Services immediately upon notice for non-payment, security risks, unlawful content or activity, failure to produce dependencies, no response through any communication channel for more than (15) days, and material breach.
16.4 Effect. Upon termination, you will pay all amounts due through the effective date. We will deliver any in-progress materials that are reasonably completed and paid for. Sections that are intended to survive will survive, including 3.5, 4, 6, 7, 8, 10 through 13, 16.4, and 17 through 19.
17. Dispute Resolution, Venue, and Class Action Waiver
17.1 Good-Faith Resolution. Senior representatives will meet, virtually or in person, within ten (10) business days of a dispute notice to attempt resolution.
17.2 Arbitration. Except for claims seeking injunctive relief or to enforce IP or confidentiality rights, any dispute arising out of or related to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Seat and venue will be New York, New York. One arbitrator. The award may be entered in any court of competent jurisdiction.
17.3 Courts for Injunctive Relief; Fallback Venue. For injunctive or equitable relief, and for any dispute for which arbitration is unenforceable, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York, applying New York law without regard to conflict-of-laws rules.
17.4 Class Action Waiver. Disputes must be brought only in an individual capacity. No party may act as a plaintiff or class member in any class, consolidated, or representative action.
18. Export, Anti-Corruption, and Sanctions
You will comply with United States export control and sanctions laws. You will not use the Services in or for the benefit of embargoed or sanctioned jurisdictions or parties. Each party will comply with applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act.
19. Miscellaneous
19.1 Independent Contractors. The parties are independent contractors. No partnership, joint venture, or agency is created.
19.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations. Any prohibited assignment is void.
19.3 Notices. Legal notices must be in writing and delivered by confirmed email, or as later updated in writing. Email alone is sufficient for operational communications.
19.4 Entire Agreement. These Terms & Conditions, together with Orders and Ancillary Terms, constitute the entire agreement and supersede prior agreements regarding the subject matter.
19.5 Waiver and Severability. Failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.
19.6 Counterparts and E-Signatures. Orders may be executed in counterparts and by electronic signature, each of which is deemed an original.
19.7 Headings. Headings are for convenience and do not affect interpretation.
Website Addendum - www.echoandimpact.com
1. Acceptance of Terms. By accessing or using our website, content, or client portals, you agree to these Terms & Conditions and our Privacy Policy. If you accept on behalf of a company, you represent that you have authority to bind that company.
2. No Guarantees. Marketing and development outcomes vary. We do not guarantee results, approvals, or platform continuity.
3. User Content. If you upload content to our site or portals, you warrant that you have rights to it and that it complies with law and platform policies.
4. Prohibited Use. You will not use the site or portals for unlawful, harmful, or infringing activity. You will not attempt to access others’ data or disrupt services.
5. Third-Party Links. Linked sites are not under our control. We are not responsible for their content, policies, or practices.
6. Contact. The contracting entity is Echo & Impact Inc., a Wyoming corporation with principal business operations in Buffalo, New York. Contact details will be posted on our website.
Service Addendum - Digital Marketing
1. Applicability. This Addendum applies where an Order includes paid media, organic social, email/SMS marketing, analytics, or related strategy and optimization services (Digital Marketing Services).
2. Scope and Deliverables. Deliverables may include media plans, targeting strategies, campaign builds, creative variants, landing page recommendations, pixel/CAPI/GA4 setups, reporting dashboards, and optimization recommendations, as specified in the Order.
3. Budgets; Pacing; Variance. Unless the Order states otherwise, (a) you fund ad spend directly from your accounts; (b) we manage pacing with a good-faith variance of up to ±10% per billing period; (c) material reallocation between platforms or campaigns requires written approval (email suffices).
4. Tracking and Attribution. You authorize us to implement tracking (e.g., GA4, pixels, tags, CAPI) subject to platform policies. Attribution results depend on your consent tooling, cookie banners, server-side events, and platform models. Metrics may differ across platforms; platform-reported data controls for performance reporting unless the Order specifies a different source of truth.
5. Creative and Claims. You are responsible for the truthfulness and substantiation of claims. We may refuse to run content we deem unlawful, unsafe, misleading, discriminatory, or likely to violate platform policies.
6. Brand Safety and Restricted Categories. Unless otherwise stated in the Order, default brand-safety settings are “standard” (excludes known sensitive inventory categories where available). If you require “maximum” or custom brand-safety controls or third-party verification tools, you must specify this in the Order; associated fees are out-of-scope.
7. Platform Policies; No Guarantees. Approval, delivery, and performance are subject to platform review and algorithms. We do not guarantee any results, including but not lmited to impressions, clicks, conversions, rankings, or ROI.
8. Email/SMS Compliance. If email/SMS are in scope, you warrant that all sending lists are permission-based and compliant with applicable laws (e.g., CAN-SPAM, TCPA, CASL, GDPR/ePrivacy, A2P 10DLC). You will provide legally sufficient consent records and unsubscribe flows. We may refuse to send campaigns that we reasonably believe are non-compliant.
9. Approvals and Acceptance. Campaigns are deemed accepted upon the earlier of written approval, launch in your accounts, or five (5) business days after presentation without specific, written rejection identifying material nonconformity to the Order.
10. Changes. Material shifts in budget, geography, audiences, tracking stack, or landing experience constitute a Change under section 5 and may impact performance and fees.
11. Data Use. We may use aggregated, de-identified performance learnings across clients to improve Services, excluding your Confidential Information and personal data.
Service Addendum - Web Development
1. Applicability. This Addendum applies where an Order includes website, web app, or related backend/frontend development (Web Development Services).
2. Environments; Access. Unless the Order states otherwise, we will use a source repository and a staging environment for acceptance. Production releases occur after your acceptance under Service Addendum - Web Development 7 or section 3.3.
3. Technical Assumptions. Unless specified: (a) modern evergreen browsers and current iOS/Android are supported; (b) responsive design included; (c) accessibility best-efforts toward WCAG 2.1 AA for new templates (not certification); (d) performance optimized within the constraints of the chosen stack and hosting; (e) issues, bugs, uptime and third-party package/plugin updates beyond launch are maintenance, not included.
4. Content and Integrations. You will supply content, credentials, and third-party integration details. Unsupported or undocumented third-party systems may require discovery and are out-of-scope unless expressly included.
5. Change Control. Feature additions, scope expansion, third-party changes, or design revisions beyond the round(s) specified in the Order are Changes under section 5.
6. IP and Licenses. Custom code and templates are provided per section 6 (assignment or license as designated in the Order). Third-party/open-source licenses govern embedded components.
7. Acceptance. Each milestone is approved per section 3.3. Issues tied to an approved prior milestone (e.g., UI/UX) cannot be claimed in later milestones unless documented as a Change.
8. Post-Delivery Warranty. Section 10.2 governs warranty: a thirty (30) day warranty from final delivery for material bugs that deviate from the approved scope; void if a third party modifies code, hosting, integrations, or configurations during the warranty window. After the warranty, remediation is maintenance or new billable work.
9. Security and Credentials. You will provision least-privilege credentials. We may refuse unsafe access methods and will not be responsible for impacts from your insecure configurations, third-party failures, or unauthorized changes (section 3.6).
10. Hosting and Uptime. Hosting and uptime are the responsibility of the hosting provider unless a managed hosting service is expressly included in the Order.
Service Addendum - Ecommerce
1. Applicability. This Addendum applies where an Order includes ecommerce store builds, migrations, or integrations and can pair up with digital marketing (Ecommerce Services).
2. Merchant of Record; Compliance. You are the merchant of record and are responsible for tax settings, shipping rules, duties, returns/refunds policies, age-gates, and regulatory disclosures. We implement configurations per your written instructions.
3. Payment Gateways; Fraud. You select and contract with payment processors/gateways. We do not provide PCI services and are not responsible for fraud, chargebacks, or gateway decisions. Fraud-screening tools or 3-D Secure, if desired, must be specified in the Order.
4. Catalog and Data Quality. You are responsible for product data accuracy (descriptions, pricing, variants, inventory, images). Bulk imports/cleanups and approved product changes beyond the scope in the Order are out-of-scope and billable.
5. Integrations. ERP, OMS, WMS, shipping, taxes, M, ESP, and marketplace integrations are included only if expressly listed in the Order. Sandbox/credentials must be provided by you.
6. Testing and UAT (User Acceptance Testing). Test orders will be placed in sandbox/production as needed. You will complete UAT within the timeline in the Order. Acceptance follows section 3.3.
7. Post-Launch Operations. Ongoing store operations (order management, fulfillment, customer service, promotions) are excluded unless expressly included as managed services.
8. Analytics and Conversion Tracking. We will implement standard ecommerce tracking (e.g., internal ecommerce events, pixel purchases) where supported by your platform; limitations of your theme/apps may require Changes.
Service Addendum - SEO
1. Applicability. This Addendum applies where an Order includes search engine optimization strategy or execution (SEO Services).
2. Scope. Deliverables may include technical audits, on-page recommendations, schema/structured data, content briefs or outlines, internal linking plans, crawl budget and indexation improvements, and ethical link acquisition strategies (no PBNs, no paid link schemes unless expressly approved by you and compliant with applicable guidelines).
3. Access. You will grant admin access to CMS, analytics, search console tools, and hosting/CDN as required. If you prefer “advisory only,” implementation responsibility remains with you.
4. Content. You are responsible for legal compliance and substantiation of claims in content. We may draft content or briefs; final publication is your approval unless the Order authorizes us to publish.
5. Algorithm Changes; No Guarantees. Search engines update algorithms frequently. Rankings, traffic, and indexation may fluctuate beyond our control. We do not guarantee specific positions, traffic volumes, or timelines.
6. Link Risk and Disavow. We do not create spam links. If your site has a legacy toxic link profile, remediation (including disavow) may be recommended but is not a guarantee of outcome.
7. Measurement. Reporting cadence and KPIs are as stated in the Order. Platform-reported data controls unless a different source of truth is identified.
8. Changes. Major site changes (theme, structure, migrations, redirects) without our involvement can adversely affect results and may require a Change to address, changes and additions to be billed separately.
Service Addendum - Creative Services (Buffalo, NY Only)
1. Applicability. This Addendum applies to on-site creative production performed by our Buffalo, NY team (Creative Services), including photo, video, audio, and studio/podcast sessions, whether studio-only (dry hire) or with Echo & Impact crew.
2. Scope. Deliverables may include pre-production (concept, shot list, schedule), production (crew, equipment, capture), and post-production (editing, color, sound, motion graphics) as specified in the Order. Unless the Order states otherwise, deliverables are final edited assets; raw footage/files are retained by us and may be licensed or delivered for an additional fee.
3. Location, Permits, and Releases. You are responsible for securing locations, permits, and access and for obtaining necessary model/talent/property releases unless the Order allocates those tasks to us. You represent that all locations are safe and legally accessible. We may refuse unsafe conditions.
4. Crew Day; Overtime. A standard shoot day is up to eight (8) hours portal-to-portal. Unless the Order states otherwise, overtime beyond eight (8) hours is billed at 1.5× the day-rate; meals and mandated breaks must be provided per local practice. Half-day bookings (up to four (4) hours) may be available if stated in the Order.
5. Reschedule and Cancellation. Unless the Order states stricter terms:
(a) ≥72 hours’ written notice: reschedule at no fee (non-refundable third-party holds may still apply);
(b) 48–72 hours: reschedule fee of 25% of the day-rate(s) plus non-recoverable costs;
(c) <48 hours: cancellation/reschedule fee of 50% of the day-rate(s) plus non-recoverable costs;
(d) weather holds are treated as reschedules unless a weather day is budgeted in the Order.
6. Travel and Scope (Buffalo Only). Rates assume locations within thirty (30) miles of Buffalo City Hall. Travel beyond that radius (including lodging/per diem) is billed at cost +10% unless otherwise stated in the Order.
7. Music, Stock, and Third-Party Rights. Licensing for music, stock footage, fonts, or other third-party materials will align with the usage described in the Order (territory, media, term). Expanded usage requires additional licensing and fees.
8. Usage Rights in Final Assets. Ownership/licensing of final assets follows Section 6 (assignment or license as designated in the Order). Our underlying project files, LUTs, templates, session files, and workflows remain E&I IP (Sections 6.2/6.4).
9. Safety and Insurance. You agree to maintain appropriate insurance for your locations, sets, props, and personnel. We carry standard business insurance for our crew and equipment. You are responsible for damage caused by your personnel, products, guests, or audience.
10. Acceptance. Edited deliverables will include the number of review rounds stated in the Order. Additional rounds are a Change. Acceptance follows Section 3.3.
11. Archiving. Unless the Order states otherwise, we retain project files for seven (7) years post-delivery for recoverability; longer-term archival is available at additional cost.
12. Content Standards; Right to Decline or Terminate. We may refuse, pause, or discontinue any Creative Services that we reasonably determine are or are likely to be unlawful; defamatory; harassing; hateful; discriminatory; sexually explicit; incite violence or self-harm; unsafe; fraudulent; misleading; infringe third-party rights; violate platform, venue, or permit rules; or are otherwise inconsistent with Echo & Impact’s brand standards or risk tolerance. We may suspend or terminate the affected session(s) or Order under Sections 16.2–16.3 of the Terms. Fees paid remain non-refundable except as expressly stated in Section 4.7; you remain responsible for work performed, non-recoverable third-party costs, and any applicable cancellation or reschedule fees. We will deliver any in-progress materials that are reasonably completed and paid for in accordance with Section 16.4.
Studio & Podcast Provisions
13. Modes of Engagement.
(a) Studio-Only (Dry Hire): You rent the studio space or with equipment as listed in the Order. You are responsible for operating equipment, directing talent, capturing, and backing up media.
(b) Full-Service: Dry hire and our crew provides producing, directing, engineering, and/or post per the Order. Client personnel must follow crew direction for technical/safety reasons.
14. Inclusions; Operator. The Order will specify what is included (e.g., cameras, mics, lighting, backdrops, audio interfaces, teleprompter). A studio operator/engineer is included only if expressly stated; otherwise dry hire applies. Specialty gear (e.g., additional cameras, wireless kits, greenscreen, lav packs) may be billed separately.
15. Podcast Sessions.
(a) Capture & Delivery. Unless stated otherwise, podcasts are captured to multi-track (where available) and delivered as final mixed episode files (e.g., WAV/MP3) and/or final video episodes (e.g., MP4) per the Order. Session files and raw multi-tracks are retained by us and may be licensed/delivered for an additional fee.
(b) Editing Rounds. Each episode includes the number of editorial rounds specified in the Order; additional revisions are a Change under Section 5.
(c) Distribution. Publication to hosting platforms (e.g., Spotify/Apple/YouTube) is out-of-scope unless expressly included; where included, you will provide platform access and are responsible for metadata, descriptions, and compliance with platform rules.
(d) Music and Stingers. Use of jingles, stingers, or third-party music requires appropriate licenses; you will provide proof of license or authorize us to procure at your cost.
(e) Guest Consents. You are responsible for obtaining guest releases/consents and for the legality of topics and claims; we may refuse to publish content we reasonably believe is unlawful or violates platform policies.
16. Studio Policies and Conduct. No smoking/vaping, open flames, or hazardous materials. Food and beverages only in designated areas. Adhesives, paint, confetti, glitter, or liquids require prior written approval. You are responsible for returning the studio to its original condition; excessive cleaning, repairs, or replacement of damaged items will be billed at cost plus 10%.
17. Power, Noise, and Technical Limits. You acknowledge inherent noise/vibration from the building/area and power/lighting limits typical to studio facilities. Best-efforts mitigation will be used, but complete isolation is not guaranteed. Live streaming quality depends on upstream bandwidth and third-party platforms.
18. Media Handling and Data Loss. We follow commercially reasonable practices for capture and backup, but the media can fail. Our liability for lost or corrupted media is limited to re-shooting or re-recording time for the affected portion subject to availability; no consequential damages (Section 12).
19. Equipment and Damage. You are responsible for loss, theft, or damage to studio facilities or equipment caused by your personnel, guests, talent, or vendors. Replacement or repair will be billed at cost plus 10%.
20. Weather and Acts Beyond Control. For on-location podcast/video recording, severe weather, utility outages, or building issues may require reschedule; Section 14 (Force Majeure) applies. We will use reasonable efforts to rebook the earliest available slot.
21. Confidentiality and NDAs. If confidential topics are recorded, you must notify us in advance and provide any required guest NDAs. Our confidentiality obligations follow Section 7.
22. Content Objections; Suspension/Termination. For studio and podcast sessions, we retain editorial discretion to refuse, pause, or discontinue capture, post-production, or publication of content that we reasonably determine falls within the categories listed in “Content Standards; Right to Decline or Terminate” above or is otherwise inconsistent with Echo & Impact’s brand standards or risk tolerance. We may suspend or terminate the affected booking(s) or Order pursuant to Sections 16.2–16.3 of the Terms. Fees paid remain non-refundable except as expressly stated in Section 4.7; you are responsible for work performed to date and non-recoverable third-party costs. We will deliver any in-progress materials that are reasonably completed and paid for consistent with Section 16.4.
