TERMS OF SERVICE

Agile Solutions LLC

Last Updated: April 25, 2026

These Terms of Service (“Terms”) govern your use of the website at agilesolutionsllc.net and any services, projects, or engagements provided by Agile Solutions LLC, a Michigan limited liability company (“Agile Solutions,” “we,” “us,” or “our”).

By accessing our website, submitting a form, scheduling a call, signing a Statement of Work or proposal, or otherwise engaging our services, you (“Client” or “you”) agree to these Terms. If you do not agree, do not use our website or services.

Specific projects may be governed by a separate Statement of Work, proposal, or service agreement (“SOW”) that incorporates these Terms by reference. If there is a conflict between an SOW and these Terms, the SOW controls for that specific engagement.

1. Services

Agile Solutions provides marketing services that may include website design and development, branding and identity, local SEO, paid advertising management, social media management, and related consulting services. The specific services, deliverables, timelines, and fees for any engagement will be defined in a separate SOW or proposal.

1.1 Scope of Work

All work is limited to the scope expressly described in the applicable SOW. Anything not listed in the SOW is out of scope. Additional or expanded work requires a written change order and may result in additional fees and timeline adjustments.

1.2 Client Responsibilities

You agree to provide, in a timely manner, all materials and approvals reasonably necessary for us to perform the services, including:

  • Content, photography, branding assets, and copy approvals

  • Access credentials for hosting, domain, analytics, advertising, or social media accounts

  • Timely review and written approval of deliverables at each stage

  • Accurate, lawful, and non-infringing materials

Project timelines depend on your responsiveness. Delays caused by you may extend timelines and do not constitute a breach by Agile Solutions.

2. Fees and Payment

2.1 Fees

Fees for services are set forth in the applicable SOW. Unless otherwise stated, fees are quoted in U.S. dollars and exclude applicable taxes, which are the Client’s responsibility.

2.2 Payment Terms

Unless the SOW specifies otherwise:

  • A non-refundable deposit is due upon execution of the SOW

  • Remaining project fees are due upon delivery or as otherwise scheduled in the SOW

  • Recurring service fees (such as Care Plans, hosting, or retainers) are billed monthly in advance

  • Invoices are payable within 7 days of issuance unless otherwise agreed

2.3 Late Payment

Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend services, withhold deliverables, take a website offline, or terminate any active engagement if amounts owed are more than 15 days past due. We are not liable for any damages or losses arising from such suspension or termination caused by Client non-payment.

2.4 Pass-Through Expenses

Pass-through expenses such as advertising spend, hosting fees paid to third parties, stock photography licenses, premium plugins, domain registrations, and similar third-party costs are not included in our fees and are billed at cost or as otherwise specified in the SOW. Pass-through expenses are not subject to the limitation of liability cap in Section 9.

2.5 Refunds

Except as expressly stated in an SOW or as required by law, all fees paid are non-refundable. Deposits are non-refundable in all circumstances.

3. Intellectual Property

3.1 Client Materials

You retain ownership of all content, materials, logos, trademarks, photography, and other assets you provide to us (“Client Materials”). You grant Agile Solutions a non-exclusive license to use Client Materials solely as necessary to perform the services.

You represent and warrant that you have all necessary rights to provide the Client Materials and that they do not infringe the intellectual property, privacy, or other rights of any third party.

3.2 Work Product

Subject to full payment of all fees due, ownership of final deliverables created specifically for you under an SOW (“Work Product”) transfers to you upon receipt of full payment. Work Product does not include:

  • Pre-existing tools, templates, frameworks, code libraries, or methodologies developed or owned by Agile Solutions

  • Third-party assets such as stock photography, fonts, plugins, or licensed software, which remain subject to their original license terms

  • Source files, design files, or working files unless expressly included in the SOW

3.3 License to Pre-Existing Materials

To the extent any Work Product incorporates pre-existing Agile Solutions tools, templates, frameworks, or methodologies, we grant you a non-exclusive, worldwide, royalty-free license to use those materials as part of the delivered Work Product.

3.4 Portfolio and Marketing Rights

Unless explicitly prohibited in writing, Agile Solutions may display Work Product, including screenshots, mockups, and references to your engagement, in our portfolio, marketing materials, case studies, social media, and proposals to other prospective clients. We will not disclose confidential business information without your consent.

4. Subcontractors and Independent Contractors

Agile Solutions may engage subcontractors and independent contractors to perform some or all of the services. We remain responsible for the work performed by our subcontractors. By engaging us, you authorize us to share with subcontractors any information reasonably necessary for them to perform their work, subject to confidentiality obligations consistent with these Terms.

Subcontractors may include, without limitation, designers, developers, copywriters, photographers, SEO specialists, advertising specialists, virtual assistants, and other service providers.

5. Approvals and Revisions

5.1 Stage-Based Approvals

Our standard process includes review and approval gates at defined project stages. You are responsible for reviewing deliverables and providing written approval (or specific revision requests) within the timeframe stated in the SOW. If no timeframe is stated, the default review window is 5 business days.

5.2 Deemed Approval

If you do not provide written approval or revision requests within the applicable review window, the deliverable is deemed approved and we may proceed to the next project stage. Subsequent revision requests on deemed-approved deliverables may incur additional fees and timeline adjustments.

5.3 Revision Limits

Each SOW specifies the number of revision rounds included. Revisions beyond that number are billed at our standard hourly rate or as specified in the SOW.

5.4 Post-Launch Changes

Once a project is launched and accepted, additional changes are billed separately and not covered by the original SOW. Ongoing maintenance, updates, and changes may be available through Care Plans or hourly engagements.

6. Warranties and Disclaimers

6.1 Limited Warranty

Agile Solutions warrants that we will perform the services in a professional and workmanlike manner consistent with industry standards.

6.2 No Guarantee of Results

Agile Solutions makes no guarantee, representation, or warranty regarding any specific business, financial, marketing, ranking, traffic, lead generation, conversion, or revenue results. Marketing and website performance depend on numerous factors outside our control, including market conditions, competition, search engine algorithms, advertising platform policies, your business operations, your sales process, and your responsiveness to leads. Past results do not guarantee future results.

6.3 Disclaimer of Implied Warranties

Except as expressly stated in these Terms, services and deliverables are provided “as is” and “as available.” Agile Solutions disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and uninterrupted or error-free service.

6.4 Third-Party Platforms

Some services depend on third-party platforms (Google, Meta, hosting providers, payment processors, plugin providers, and others). Agile Solutions is not responsible for changes to, outages of, suspension of, or actions taken by those third-party platforms, including changes to algorithms, advertising policies, account suspensions, or rate changes.

6.5 Browser, Device, and Software Compatibility

Websites are tested against current major browsers and device types as of the launch date. We do not warrant ongoing compatibility with future browsers, devices, operating systems, or third-party plugins released after launch. Updates required to maintain compatibility may be available through a Care Plan or as separate paid work.

7. Client Waiver and Acknowledgment

You acknowledge that:

  • Marketing, advertising, and website services are inherently subject to risks and uncertainties outside the control of Agile Solutions

  • Results vary based on your business, market, competition, and execution

  • Agile Solutions cannot guarantee specific outcomes, rankings, leads, sales, or revenue

  • Decisions about your business, marketing budget, and strategy remain solely your responsibility

  • It is your responsibility to comply with all applicable laws, including advertising laws, privacy laws (CCPA, GDPR, CASL), TCPA, FTC disclosure rules, and industry regulations

You waive any claim against Agile Solutions arising from results that differ from your expectations, except to the extent such claim arises from our gross negligence or intentional misconduct.

8. Indemnification

8.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Agile Solutions, its officers, employees, contractors, and agents from any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys’ fees) arising from or related to:

  • Materials, content, logos, trademarks, photography, or other assets you provide to us

  • Modifications you or your representatives make to Work Product after delivery

  • Claims of false advertising, misrepresentation, defamation, libel, slander, copyright or trademark infringement, plagiarism, invasion of privacy, or violation of advertising laws based on materials you provided or directed us to use

  • Your violation of any law or third-party right

  • Your business operations, products, or services

8.2 Agency Indemnification

Agile Solutions agrees to indemnify and defend you against third-party claims solely arising from our gross negligence or intentional misconduct in performing the services, subject to the limitation of liability in Section 9.

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by law, Agile Solutions’s total cumulative liability to you for any and all claims arising out of or related to these Terms, an SOW, or the services — whether based in contract, tort (including negligence), strict liability, or any other legal theory — shall not exceed the total fees actually paid by you to Agile Solutions for the specific project or engagement giving rise to the claim. For ongoing or recurring services, the cap shall be limited to the fees paid in the 12 months immediately preceding the event giving rise to the claim.

Pass-through expenses (advertising spend, hosting fees, third-party platform fees, stock photography, plugins, and similar costs) are not included in fees for purposes of calculating this cap.

9.2 Exclusion of Damages

In no event shall Agile Solutions be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of customers, loss of reputation, loss of goodwill, loss of data, loss of use, business interruption, or cost of substitute services — even if Agile Solutions has been advised of the possibility of such damages.

9.3 Future Losses

Agile Solutions is not liable for any future, projected, anticipated, or hypothetical losses, including but not limited to projected revenue, projected leads, projected rankings, or projected business growth. Liability is limited strictly to the actual fees paid for the specific project that gave rise to the claim.

9.4 Carve-Outs

The limitations in this Section 9 do not apply to:

  • Your obligation to pay fees and expenses owed under any SOW

  • Your indemnification obligations under Section 8.1

  • Liability arising from gross negligence or intentional misconduct, but only to the extent not capped by available insurance proceeds

  • Any liability that cannot be excluded or limited under applicable law

9.5 Time Limit on Claims

Any claim against Agile Solutions must be brought within one (1) year of the date the claim arose. Claims not brought within this period are permanently waived.

10. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential. This obligation does not apply to information that is publicly known, independently developed, lawfully received from a third party, or required to be disclosed by law.

This confidentiality obligation survives termination of any engagement for a period of two (2) years.

11. Termination

11.1 Termination for Convenience

Either party may terminate an active project or recurring service for convenience with written notice. Termination terms, including notice periods and outstanding fees, are set forth in the applicable SOW. For recurring services such as Care Plans, the standard notice period is 30 days unless otherwise specified.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms or an SOW and fails to cure the breach within 15 days of receiving written notice (except for non-payment, where the cure period is 7 days).

11.3 Effect of Termination

Upon termination:

  • You will pay all fees and expenses incurred through the termination date

  • Deposits and pre-paid fees are non-refundable

  • Agile Solutions will provide reasonable transition assistance, billable at our standard hourly rate

  • Sections 3, 6, 7, 8, 9, 10, 11.3, 12, 13, 14, and 15 survive termination

12. Force Majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, government action, pandemics, fires, floods, internet or telecommunications failures, third-party platform outages, or labor disputes. The affected party will notify the other party promptly and resume performance as soon as reasonably practicable.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Michigan, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute in good faith through direct discussion for at least 30 days.

13.3 Arbitration

Any unresolved dispute arising out of or relating to these Terms or the services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Macomb County, Michigan, or virtually by mutual agreement. Each party bears its own attorneys’ fees and costs unless the arbitrator awards otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Waiver of Class Action

All disputes will be resolved on an individual basis. You waive any right to bring or participate in a class action, collective action, or representative proceeding.

13.5 Equitable Relief

Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Michigan to protect intellectual property rights, confidential information, or to enforce payment obligations.

14. General Provisions

14.1 Independent Contractor

Agile Solutions is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

14.2 Assignment

You may not assign these Terms or any SOW without our prior written consent. We may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of our business.

14.3 Notices

All notices must be in writing and sent to the email or physical address set forth in the SOW or to the contact information at the end of these Terms. Notices are deemed delivered when sent by email (with confirmation) or 3 business days after mailing by certified mail.

14.4 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

14.5 No Waiver

Failure to enforce any provision is not a waiver of that or any other provision.

14.6 Entire Agreement

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations on the subject matter.

14.7 Modifications

We may update these Terms from time to time. Updates apply prospectively. Your continued use of our services after updated Terms are posted constitutes acceptance. Material changes affecting active engagements will be communicated to active clients in writing.

14.8 Headings

Section headings are for convenience only and do not affect interpretation.

15. Contact Information

Questions, notices, or requests regarding these Terms should be directed to:

Agile Solutions LLC

8777 Ridge Dr, Washington Twp, MI 48095

Email: discover@agilesolutionsllc.net

Phone: (586) 371-2605

— End of Terms of Service —