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, the order of precedence is: (1) a signed Statement of Work or change order; (2) these Standard Terms; (3) the Agreement. 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.
Working with businesses like yours. We work with more than one business in the same industry, and we won't pretend otherwise. What we won't do is put two of our own clients into the same auction: we won't run campaigns for another client offering the same service, to the same audience, in the same area, on the same platform, at the same time as yours. Three family-law firms in one building is fine if one targets Beverly Hills, one Calabasas and one Studio City — nobody's costs go up because of us.
Your areas, and expanding them. We'll list the services, areas and platforms we're running for you in the SOW; while you're with us, those are yours as far as our other clients are concerned. Before you sign we'll tell you which nearby areas are already committed to someone else, so you know your runway. When you want to expand, ask us — if the area is free it's yours, and we'll add it. If it's already committed to another client, we'll tell you straight away rather than quietly under-serving it, and you're free to run that area yourself or through another agency; we won't treat that as a breach of this agreement and we won't charge our management fee on spend we don't manage. We'd rather lose one slice of your budget than have you lose the expansion, or have both our clients bidding each other's costs up.
If we get it wrong. Tell us if you think a collision is happening and we'll fix it — by adjusting the other campaign, not yours, since you were there first.
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 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.
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.
Term. This agreement starts on the Start Date and runs for the Initial Term, 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 of 60% of the base monthly fee for each full month remaining, 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 of Section 10 survives the end of this agreement, along with any fees already accrued.
Text and call marketing is heavily regulated, and the rules land on the business whose customers are being contacted — you. This section sets out who does what, because getting it wrong is expensive for both of us.
What we do. We handle A2P 10DLC carrier registration, build the sequences, configure opt-out handling so that STOP works and is honoured within one business day, and switch on the recording announcement on every line we set up for you. If you ask us to turn that announcement off, we won't — California requires everyone on the call to consent to recording, and we're not going to help you break that rule.
What you do. You confirm that every phone number and email address you give us, or that comes into your CRM, was collected lawfully and with the consent the law requires for the messages you're asking us to send — that's prior express written consent for marketing texts and calls. You won't upload bought, rented or scraped lists. You'll keep your consent records and show them to us within five business days if we ask. You're the sender: you decide who gets contacted and what it says.
If a claim comes. Claims that messages or calls to your contacts broke the TCPA, CAN-SPAM, a state texting law, or a call-recording or wiretap law are yours to cover, including our defence costs — except where the problem was our own misconfiguration of the systems we built, which is ours. This runs both ways and it's deliberate: you control the list, we control the plumbing.
We can stop. If we think a list or a campaign presents a real consent problem, we can pause it immediately without that affecting what you owe. We'd rather have an awkward conversation than a class action.
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 99.5% 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. One condition on the handover items below. Releasing phone numbers, 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. Your raw contact and lead data we'll always hand over on request, paid up or not; that's yours regardless.
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; the launch date moves out day-for-day until you approve. The DNS cutover always requires your affirmative written approval — silence is never approval for a DNS change.
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.
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" paragraph above: 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 — will not exceed the total fees you've actually paid us in the twelve months preceding the event first giving rise to the claim. 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, which is separately capped at the fees paid in the twelve months before the claim; our confidentiality obligations, except that claims arising from a security incident affecting personal data are subject to the cap; 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 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. 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.