PeaceProject.ai LLC
These Standard Terms are part of the Marketing Services Agreement ("Agreement") between PeaceProject.ai LLC ("we," "us") and you ("you," the client). They set the full terms behind the deal in the Agreement. Where the Agreement and these terms conflict, these terms control unless the Agreement (or a signed Statement of Work) says otherwise. Plain-language headings are for convenience; the wording under them is what governs.
Strategy foundation. PMC and ICP documents; brand voice and positioning; a competitive baseline; a monthly strategy call (30–45 min); a Quarterly Business Review (60–90 min plus a written summary).
Marketing Site. Built at onboarding from your legacy site; hosted during the term; kept updated through the credits system. It's built as self-contained static pages, which means: (a) content changes are low-risk and can't cascade into other pages; (b) it's isolated from any app you run — neither can break the other; and (c) we maintain the technical SEO plumbing (schema, sitemaps, robots.txt, llms.txt, and similar) as part of hosting, at no credit cost.
Tracking & analytics. GA4 with event setup; Google Tag Manager; Meta Pixel + Conversions API; Microsoft Clarity with monthly heatmap review; click-ID tracking on lead forms; and offline conversion uploads to Google, Microsoft, and Meta when your CRM leads convert.
CRM, email & SMS. A CRM on our white-labeled platform, set up to your sales process; starter email and text nurture sequences (up to two minor edits per sequence per month included; bigger rebuilds are add-ons); A2P 10DLC text-carrier registration handled for you; call routing/recording/logging through the CRM, with call and text usage billed at our published per-use rates (see Section 3); and marketing email sent from a dedicated subdomain (like m.yourdomain.com) with its own SPF/DKIM/DMARC. We don't touch your existing root-domain email DNS unless you ask us to. Note on texting: carrier registration takes 2–6 weeks, can be rejected and need resubmission, and sequences can't turn on until it's approved. We aren't liable for carrier-review delays.
Paid media. The base fee covers active management of up to two of: Google Ads, Meta Ads, Microsoft Advertising. Each additional one of those is $750/month. Other channels (TikTok, LinkedIn, Reddit, Pinterest, out-of-home, broadcast, direct mail, programmatic) are quoted separately and aren't eligible for the standard 10% management fee. Management includes campaign build, targeting, keyword research, bidding, budget, conversion setup, ad copy, image-ad creative, and ongoing optimization. Video ad creative isn't included — it's quoted per project.
Content via credits. Image ads, quote cards, blog posts, website edits, new pages, and PPC landing pages are produced through the credits system (Section 3).
Strategic advisory. As part of strategy, we advise (in writing, on calls, and in the PMC) on funnel-message consistency, conversion-rate optimization, sales-touchpoint timing, pricing and offer construction, positioning, influencer/affiliate strategy, and retention/reactivation. This is recommendations and frameworks — not training your staff or running your operations for you.
Consultation hours. Two hours per month with your point of contact, beyond the monthly call and QBR. They don't carry over; overflow is $250/hour in 30-minute increments.
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 commitments pause during platform outages, force majeure, or disclosed maintenance.
Not included: PR and crisis communications; legal/regulatory/compliance review of your products, claims, or content; SEO penalty or manual-action cleanup; direct sales-team training or rep coaching (messaging guidance is included); and day-to-day running of customer service, support, or fulfillment (we can build the CRM workflows; you run them).
Base fee. $2,000 per month, invoiced on the first business day of the month for that month. On the Pilot track, a $6,000 setup fee is invoiced when the SOW is signed.
Ad management fee. In addition to the base fee, 10% of monthly ad spend above $10,000, across all platforms we manage.
Marketing Credits. - Your monthly fee includes 12 credits, used in the month issued, no carry-over — except that work you requested in writing on time but we failed to deliver that month carries to the next month. - Credit values:
| 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 | 4.0 |
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.
Phone, text & voice-AI usage is billed monthly at our then-current published rates:
| Item | Rate |
|---|---|
| Local phone number | $2.00/month |
| Toll-free number | $3.00/month |
| Outbound call minutes | $0.02/minute |
| Inbound call minutes | $0.02/minute |
| Text (SMS) segment | $0.02/segment |
| Picture text (MMS) segment | $0.04/segment |
| Text-carrier (A2P 10DLC) registration (one-time) | $35.00 |
| Text-carrier monthly fee (per campaign) | $6.00/month (may rise if your use-case is put in a higher carrier tier) |
| AI voice-agent usage | $0.20/minute |
These include a modest margin over our underlying carrier and AI costs and can change if those vendor costs change, with reasonable advance notice.
Getting set up. Within 14 days of the start date, we need admin access to the accounts the work runs on: Google (GA4, Tag Manager, Google Ads); Microsoft (Clarity, Microsoft Advertising); Meta (Business Manager, Pixel, Ad Account); and anything else named in the SOW. You'll get a checklist and one 30-minute setup call.
Prefer we handle it? Tell us and we'll create what we can on your behalf. These fall into two groups, because they behave differently:
Measurement accounts — GA4, Tag Manager, Clarity and similar. We create these in their own account in your name and give you full admin access from day one. In practice they work the same either way: you can see everything, export everything, and nothing is lost when we hand over ownership. Ask any time and we'll transfer them, usually within 30 days, at no charge.
Ad accounts and Meta assets — Google Ads, Microsoft Advertising, and your Meta Ad Account and Pixel. These need to be yours from the start. Two reasons, both in your interest: the payment method on file has to be yours, because we don't advance or finance ad spend; and on some platforms an account created by an agency can't be handed over afterwards at all — on Microsoft Advertising it's permanent, and Meta ad accounts and pixels have no transfer path — so building them anywhere but your own account would cost you the asset. The only part you genuinely can't hand to us is creating the Google Ads, Microsoft Advertising and Meta Business Manager accounts themselves and putting a card on each — set aside about an hour across the three, and we'll sit on a call with you for it if you'd rather. We build everything else inside them.
If setup stalls. If we don't have what we need within 14 days and haven't heard from you, we'll create the measurement accounts ourselves so the project isn't stuck — you get admin access immediately, and ownership whenever you ask. We won't open ad accounts in our name. If those are still outstanding we'll keep building everything else and start advertising once they exist. Monthly fees accrue from the start date either way, and delays on your side move Setup-Complete day-for-day.
Setup-Complete. Once we certify Setup-Complete in writing, you have 10 business days to object; otherwise it's accepted. Monthly fees accrue from the start date regardless of how fast accounts get set up, and delays you cause push Setup-Complete out day-for-day.
Ownership. - Your accounts and data are yours. Your ad, analytics, and CRM accounts, and all the data in them, are your property. Where we created a measurement account for you, we hold it on your behalf and will transfer ownership on request at no charge. We hold manager-level access to everything else and remove it within 7 days of the end. All history, pixels, audiences, and campaign data stay with you. - You pay for ad spend directly — your payment method is on file with each ad platform. We don't advance or finance ad spend and aren't the merchant of record. - Website hosting. We host the Marketing Site during the term with a 99.9% monthly uptime commitment (excluding force majeure, disclosed maintenance, and issues caused by you or third parties). If a month falls short, your sole remedy is a pro-rated service credit for the downtime, requested within 30 days. At the end, we deliver a complete static export you can host anywhere within 14 days — or keep hosting with us at $250/month, month-to-month. - Domain & DNS. You own your domain and DNS. We manage DNS through delegated access, limited to what the Services need, logged, and confirmed with you by email before any change to email records (MX, SPF, DKIM, DMARC, BIMI) on your root domain. You can keep DNS yourself if you prefer. We never transfer, sell, or claim your domain, and we return access within 7 days of the end. - CRM. We host your CRM on our agency account during the term; you own all contact, conversation, and lead data at all times. At the end: a free CSV export within 14 days; optionally a full CRM snapshot for a one-time $750; or continued hosting at $495/month (unlimited users), month-to-month. - Content & creative. All copy, creative, blog posts, and sequences become yours once you've paid for the period in which they were made.
Before we flip the switch. Before any DNS cutover we'll stand up your new site at a staging link and send a written review package (staging link, list of pages and forms moved, a map of any same-domain dynamic functions we route to legacy.yourdomain.com, a pixel inventory, and known limits) and ask for your written go-ahead. We don't touch DNS until you approve.
Your review. Please review within 10 business days. If we don't hear back, we'll send a final notice; if you don't object within 3 business days of that, the package is treated as approved.
Revisions. You get 3 rounds of reasonable revisions (copy fixes, image swaps, small layout tweaks). Bigger scope changes need a change order. Extra rounds may affect timing or use credits. After cutover, changes go through the credits system — the pre-cutover review is a one-time step.
Rollback. If something critical breaks that we can't fix within 4 hours — or if you ask in writing within 72 hours of cutover — we'll roll DNS back to your old host once, at no charge. After 72 hours, rollback needs a change order.
Risk & hold-harmless. Marketing migrations carry inherent risk; the specifics are in Exhibit C, which you sign separately. We perform migration work in a professional, industry-standard manner. Neither side holds the other responsible for residual migration effects that were disclosed and accepted in Exhibit C, came from third parties outside reasonable control, resulted from information you didn't share during onboarding, or came from legacy systems you chose to keep running. This doesn't cover gross negligence, willful misconduct, fraud, or violations of California law.
Good marketing is iterative and data-driven: design experiments, track results carefully, refine based on what actually happens. Our AI-augmented systems continuously analyze that data — spotting patterns and opportunities across creative, audiences, traffic, and conversions — and feed it back into strategy, so each experiment makes the next one smarter. Ad spend that doesn't produce an immediate sale isn't "wasted" if it produces data that improves the next decision.
No guaranteed outcomes. We can't and don't guarantee specific results — rankings, traffic, cost-per-lead, lead quality, conversion, ROAS, revenue, or growth. Those depend on things outside our control: your offer and pricing, sales quality, brand credibility, customer service, the market, competition, seasonality, and platform algorithm changes. Marketing amplifies demand for things people want; it can't create demand for things they don't, rescue a poor product-market fit, or substitute for one. If we conclude your offer, pricing, or positioning is fundamentally misaligned with the market, we may recommend changes — but acting on them is your call.
Mutual commitment. We commit to disciplined experimentation, careful tracking, transparent reporting, and honest advice. You commit to timely responses, openness to data-driven changes, and reasonable patience for the process.
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 3 years after the term.
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, you won't solicit or hire our people who worked on your account without our written consent. General public job postings not targeting our staff are fine.
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. intellectual-property rights — except claims caused by your content, your changes, or use outside the Agreement.
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 — will not exceed the total fees you've actually paid us as of the date the claim is made. 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: our IP-infringement coverage for our own work product; our confidentiality obligations; or anything that can't be limited under California law (fraud, willful injury, or Cal. Civ. Code § 1668).
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 in the SOW, by confirmed email, tracked overnight courier, or certified mail; effective on confirmed delivery.
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 any remaining Initial-Term fees.
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 delays (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. The Agreement plus signed SOWs and Exhibits and these terms are the whole agreement and supersede prior discussions. Changes must be in writing and signed by both sides (e-signatures fine).
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, migration-handoff, nature-of-marketing, IP/confidentiality, indemnification/liability, dispute, and general-provisions sections, plus any accrued payment obligations and surviving Exhibit C items, all survive the end of the agreement.
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.
Exhibits A (Add-On Services), C (Migration Risk Schedule), and D (Engagement Timeline) are attached and incorporated. Exhibit B (Email-Native Image Creative) and Exhibit E (Capabilities Overview) apply only when included in the SOW. The Statement of Work is signed separately and references the Agreement.