PeaceProject.ai LLC
These Common Terms apply to everything we do for you, whatever mix of services you buy. Each service you take also has its own Schedule, which covers what that service includes and the obligations specific to it. Where a Schedule and these Common Terms conflict, the Schedule governs for that service.
These Common Terms are part of every agreement between PeaceProject.ai LLC ("we," "us") and you ("you," the client). They cover the things that are true whatever you buy from us. Each service you take also has its own Schedule — a short document covering just that service — and each purchase is recorded in a signed Order Form that says what you bought, at what price, citing the exact version of this document and each Schedule by web address and digital fingerprint (SHA-256).
If documents conflict, the order is: (1) your signed Order Form (or an equivalently signed statement of work / change order), for the deal-specific things it states — including, without limitation, services, prices, service areas, dates, credit allotments, minimum terms, and any other term the Order Form expressly sets out; (2) the Schedule for the service in question; (3) these Common Terms. One guard on that: an Order Form or change order can't weaken the liability, indemnification, or data-protection sections of these Common Terms unless it names the section it's changing and we both initial the change. Plain-language headings are for convenience; the wording under them is what governs.
Start Date — the date the last of us signs the Agreement, unless your signed Order Form names a different date.
Initial Term — a service's minimum commitment, as stated on your Order Form.
Services — everything described in the Agreement, these terms, and any active SOW.
Work Product — the deliverables we produce for you.
Responsiveness. Your point of contact is AI-augmented. Routine and time-sensitive items: acknowledged within two hours, 24/7, usually resolved same-day. Deeper items needing review or third-party coordination: within one U.S. business day. Communication is by email. Long strategic discussions (over 15 minutes each, or beyond your monthly hours) are tracked and billed per the consultation-hours rate. These are service targets, not warranties, and no remedy attaches to a missed target — a missed target is not a material breach of this agreement. They are measured monthly in aggregate rather than per incident, and pause during platform outages, force majeure, disclosed maintenance, or while we're waiting on you.
Base fee. Your monthly fees, any setup fee, and what's due at signing are the amounts on your Order Form — invoiced on the first business day of each service month. Any setup fee is invoiced when you sign the Order Form.
Payment terms. Automatic ACH (preferred) or card on file, captured at signing and kept current. You authorize automatic charges for all fees due, on the first of each service month. If a payment fails, you have 5 business days from notice to fix it. Invoices more than 10 days past due accrue interest at 1.5%/month (or the California-law maximum, if lower); we may pause services after 15 days past due, on notice with a 5-business-day cure window. You can dispute a charge in writing within 30 days of the invoice date; undisputed amounts stay due, and charges not disputed in time are treated as accepted. Fees don't include sales/use taxes; each side pays its own income taxes.
Marketing Credits. Some content and creative work, including image ads, quote cards, blog posts, website edits, new pages, and PPC landing pages, is produced and priced in credits. A credit is one unit of content-production work. This applies to any service in your Order Form that uses credit-based production.
| Deliverable | Credits |
|---|---|
| Image ad (1 variant, up to 2 revisions) | 1.0 |
| Quote card / social image | 0.5 |
| Blog post (1,000–1,500 words, SEO-optimized, AI-generated) | 1.0 |
| Website edit (small / text-only) | 0.5 |
| Website edit (medium / structural) | 1.0 |
| New page (existing template) | 1.5 |
| PPC landing page — new offer (includes form build and conversion tracking) | 4.0 |
| PPC landing page — variant of an existing one (same form and tracking; different area, audience or copy) | 1.0 |
| Nurture sequence — static, new (fixed steps, up to 5, email and/or text) | 2.0 |
| Nurture sequence — dynamic, new (personalized to each prospect from their own situation) | 6.0 |
| Nurture sequence — variant of an existing one | 0.5 |
Term. This agreement starts on the Start Date. Each service runs for its own minimum term (stated on your Order Form), then continues month-to-month until either of us gives 30 days' written notice.
If you end it early. During the Initial Term you can end for convenience on 30 days' written notice by paying an early-termination fee, per service you're ending early, of 60% of that service's monthly fee for each full month remaining in that service's minimum term, plus anything already accrued. We both acknowledge that our actual loss from an early exit is genuinely hard to work out in advance — our pricing, staffing and tooling commitments are set on the assumption of a full term, and our costs are front-loaded into the first months — so the 60% figure is our joint, good-faith estimate of fair compensation, already discounted for the costs we avoid by not performing. It is not a penalty. It's due within 10 days of termination.
When you owe nothing. No early-termination fee is payable if you end the agreement because we materially broke it and didn't fix it within 30 days of your written notice.
If we end it. We can end this agreement immediately on written notice if you don't fix a payment default within 5 business days of notice, or on 30 days' notice for any other material breach you don't cure. If we end it for cause, the early-termination fee becomes due on the same basis.
What survives. Everything listed in the Survival paragraph near the end of these Common Terms survives the end of this agreement, along with any fees already accrued.
Ownership.
One condition on the handover items in each Schedule. Delivering the site export and the CRM snapshot, and returning or removing access all assume your account is settled — all undisputed amounts paid, including any early-termination fee. Amounts you've disputed in good faith don't count against you. Two things we hand over regardless: we'll always issue the porting authorization for your phone numbers, and we'll always give you your raw contact and lead data on request, paid up or not. That's yours no matter what. Porting assistance beyond issuing the authorization, and everything else listed above, waits until the account is settled.
How we'll work. We'll perform the Services in a professional and workmanlike manner, consistent with generally accepted practice for competent marketing agencies. If we don't, tell us within 30 days and we'll re-do the work at no charge; if we can't put it right within 30 days of your notice, you can end the affected Services and we'll refund what you paid for the deficient work. That's your remedy for work that falls short — and it sits alongside, not inside, the "no guaranteed outcomes" provisions in your Schedules: we don't promise results, but we do promise competence.
Otherwise, as-is. Except for what this agreement expressly says, the Services and Work Product are provided as is, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, title, non-infringement, and uninterrupted or error-free operation. Descriptive words elsewhere in the Agreement are not warranties.
Your deliverables. Once you've paid for the period a deliverable was made in, that Work Product is yours to use without restriction.
Our platform stays ours. We keep all rights to our tools, methods, software, AI agents, prompts, code, templates, and infrastructure (our "Platform"). You get a non-exclusive, non-transferable license to use it as needed to use your Work Product, during and after the term. Each side keeps its own pre-existing IP; nothing here transfers it.
AI disclosure. The Services are AI-augmented — we use large language models, image generation, and automated workflows to produce Work Product. AI output isn't inherently accurate, so you're responsible for verifying facts, brand details, and any regulated subject matter before publishing. You also agree we may use AI systems — including autonomous or semi-autonomous voice and conversational agents, with limited or no human involvement — to deliver the Services and to handle any and all communications with you (account management, support, your point of contact, strategy, calls, reviews, meetings). Any "call," "point of contact," "review," or "consultation" in the Agreement may be satisfied by AI. We may expand our use of AI at any time, and nothing requires us to use human staff for a task unless we've expressly said so. For AI content that reaches your customers (ad copy, landing pages, texts/emails to leads, voice-agent responses), we constrain it to vetted templates and approved patterns to reduce the risk of inaccurate or off-brand output — this reduces but doesn't eliminate that risk, and you accept that residual risk as part of using our AI-augmented Services.
Anonymized data. We may use anonymized, aggregated performance data to improve our tools and AI, create industry benchmarks, and produce case studies that don't identify you. We will not use your personal data, customer lists, lead data, or confidential business information for anything other than performing the Services.
Confidentiality. Each side keeps the other's confidential information private and uses it only to perform under the Agreement. Exceptions: information that's public without a breach, independently developed, lawfully received from a third party, or legally required to be disclosed (with notice where allowed). This lasts 5 years after the term, and indefinitely as to your customer lists, lead data, call recordings and pricing, and as to anything qualifying as a trade secret.
Portfolio. We may name you as a customer and use anonymized performance data in our marketing. Named testimonials, specific quotes, or identifiable before/after presentations need your prior written okay.
No poaching. During the term and for 12 months after, neither of us will use confidential information from this engagement to recruit the other's people. Nothing here restrains anyone's ability to work where they choose. General public job postings not targeting our staff are fine.
Running your marketing means we hold your customer and lead data, your call recordings, and your conversation history. This section says what we do with it, what we don't, and what happens if something goes wrong. It's deliberately specific, because vague promises here are worth nothing.
We work on your instructions, not our own. Under the California Consumer Privacy Act you are the business and we are your service provider. That means we process personal information only to deliver the Services you've asked for, and only as you direct. We won't sell or share it, we won't keep, use or disclose it for any purpose outside our work for you, and we won't combine it with data from other clients or from outside sources. If we ever can't meet these obligations, we'll tell you.
Your data stays yours, and stays separate. We won't use your customer lists, lead data or call recordings to build audiences, segments or benchmarks for anyone else — not another client, not a product, not an industry report. Aggregate insight we publish will never be traceable to you, and anything we learn from your account that we apply generally will be stripped of anything identifying first.
Keeping it safe. We maintain administrative, technical and physical safeguards appropriate to the data — encryption in transit and at rest, role-based access, multi-factor authentication on every administrative account, and access logging. We keep a current list of the vendors who process your data on our behalf, we'll give you that list on request, and we'll tell you before we add one.
If there's a breach. If we discover, or reasonably suspect, that someone has accessed your data without authorisation, we'll tell you within 72 hours — not when we've finished investigating, but when we know. We'll give you what you need to meet your own notification obligations, and we'll cooperate with your investigation. Where the incident came from something we did, we'll bear the reasonable costs of investigating and notifying.
You can check. On reasonable notice, no more than once a year, you may review our handling of your data — or ask us to demonstrate it — so you can satisfy yourself we're doing what this section says. This matters more than it sounds: a regulator once found that deleting data didn't fix a violation, because it had already passed downstream and the contract gave no right to audit. We'd rather you could look.
When we part ways. We'll keep your data available for 90 days after the end, give you a full export on request, and then delete it and confirm in writing that we have — within 30 days of your asking.
Your side. You're responsible for your privacy policy, your notice at collection, and your opt-out mechanism — they're yours to publish and yours to stand behind, though we're happy to help draft them. You'll also tell us if any data you send us needs special handling.
You cover us for third-party claims arising from your products or business; content you provided (copy, claims, testimonials, images, facts); your failure to follow laws governing your industry; your use of Work Product against our instructions or platform policies; or your pre-existing IP or brand identity.
We cover you for third-party claims that our Work Product, as delivered and used per the Agreement, infringes someone's U.S. copyright, trademark, or trade-secret rights — except claims caused by your content, your changes, use outside the Agreement, or combination with something we didn't supply and wouldn't reasonably have expected. We do not indemnify against patent claims of any kind.
Generative AI output. For anything we produce using a generative AI model — images, video and written copy alike — this coverage does not extend to trademark, trade-dress or right-of-publicity claims. Copyright and trade-secret coverage still applies normally. We use reasonable efforts to label AI-generated work when we deliver it, and this exclusion applies whether or not a particular item was labelled. The reason for the carve-out is practical: you know your competitors' brands and we don't, so if something we send you looks like someone else's mark, tell us before it goes live.
How it works. The covered side gives prompt written notice, lets the covering side control the defense and settlement (no settlement admitting your wrongdoing without your consent), and cooperates.
Liability cap. Our total liability for anything arising out of this Agreement — including migration, and including any award of attorneys' fees, costs, expert fees and interest — will not exceed the total fees you've actually paid us in the twelve months preceding the event first giving rise to the claim. No claim arising out of this Agreement may be brought more than twelve months after it accrued. Both sides agree this cap is a fair, arm's-length allocation of risk that's baked into the pricing.
No indirect damages. Except as noted below, neither side is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or opportunity — even if warned they were possible.
Carve-outs. The cap and the indirect-damages waiver don't apply to anything that can't be limited under California law (fraud, willful injury, or Cal. Civ. Code § 1668). Every other claim is subject to the cap and to the indirect-damages waiver — including claims under our confidentiality and data-protection obligations, claims under any indemnity we give, and our IP-infringement coverage for our own work product.
Governed by California law. Venue is state or federal courts in Los Angeles County, and both sides consent to jurisdiction there. Before either side files suit, we'll first try non-binding mediation — the initiating side sends written notice, we pick a mediator within 30 days (or one is appointed by JAMS or ADR Services, Inc. in L.A. County), and we split the cost. If mediation doesn't resolve it within 60 days of that notice, either side may go to court. The prevailing side may recover reasonable attorneys' fees and costs.
Notices are in writing to the addresses on your Order Form, by confirmed email, tracked overnight courier, or certified mail; effective on the earlier of confirmed delivery, refusal of delivery, or three business days after dispatch; email notice is effective on transmission absent a bounce.
Assignment / change of control. Neither side assigns this without the other's written consent (not unreasonably withheld). We may assign to a successor in a merger/acquisition/sale, with notice. You may request assignment when selling your business or on a change of control (>50% equity); we won't unreasonably withhold consent if the buyer assumes all obligations in writing, runs a materially similar business, pays accrued fees at closing, and isn't a direct competitor of ours. If we decline, you may end the agreement at closing by paying accrued fees plus the same early-termination fee that applies to any other early exit.
Independent contractor. We're an independent contractor; neither side can bind the other, and each handles its own taxes, benefits, insurance, and labor compliance.
Force majeure. Neither side is liable for any delay or failure to perform (except payment) caused by events beyond reasonable control — natural disasters, pandemics, government action, war, terrorism, labor disputes, internet/telecom failures, cyberattacks not caused by the affected side, and outages or policy changes of third-party platforms (Google, Meta, Microsoft, Stripe, the CRM platform, Twilio, GitHub, and similar). Notice within 5 business days; resume as soon as practical.
Severability. If a provision is invalid, the rest stays; we'll negotiate a valid replacement that keeps the original intent.
Entire agreement. Your signed Order Forms, the Schedules and Exhibits they cite, and these Common Terms are the whole agreement and supersede prior discussions.
Waiver. Not enforcing a right once doesn't waive it later.
Counterparts / e-signatures. May be signed in counterparts; e-signatures count as ink.
Survival. The ownership and handover provisions, the migration handoff items and nature-of-marketing acknowledgments (where an applicable Schedule contains them), IP and confidentiality, data protection, indemnification and the limits on liability, the dispute provisions, and these general provisions — plus any accrued payment obligations — survive termination.
Services we haven't written up yet. We're a young company and our service list is still settling — clients ask for things (social media management, influencer campaigns, video production, and things neither of us has thought of yet) and we say yes when we can do them well. So: any service described in a signed Order Form, statement of work, or change order is a Service under this agreement, governed by these Common Terms plus whichever Schedule fits it best — or, if none fits, by the terms written in the order itself. Pricing for ad-hoc services lives in the Add-On Services schedule (Exhibit A), which we may update on 30 days' notice, except that anything you've already ordered stays at its agreed price. We can also decline work that's outside what we do — a service isn't offered just because it's conceivable.
Change orders. Work that materially expands scope (new platforms, custom integrations, extra migrations, training, or production outside credits) needs a written change order signed by both sides.
Delays you cause. Our timelines depend on your timely approvals, access, information, and assets; delays you cause extend deadlines day-for-day and don't reduce what you owe.
Approvals. Anything going live publicly or to an ad platform needs your written okay (email is fine). Other deliverables are treated as accepted if you don't object in writing within 5 business days.
Exhibit A (Add-On Services & Rates) is incorporated into every Order Form whether or not listed; Exhibits C (Migration Risk Acknowledgment) and D (Engagement Timeline) apply where the Schedule or Order Form cites them. Exhibits are incorporated when cited, and are delivered with the Order Form that cites them — nothing is 'attached' to a document that can't carry attachments.