Terms & Conditions | Knowmad Digital Marketing Policies

Last updated: September 22, 2026. The version of these Terms in effect on the date a Work Order is signed governs that Work Order.

These Terms & Conditions (the "Terms") along with the Agreement(s), Quote(s), Proposal(s), and/or Statement(s) of Work other than those relating to hosting (each, a "Work Order") between you or the company or organization which you represent ("you" or "Client") and Knowmad Services, Inc d/b/a Knowmad Digital Marketing ("we", "us" or "Agency") form an agreement between you and us, and are collectively referred to herein as the "Agreement."

Order of precedence. Where the Client and the Agency have entered into a signed Master Services Agreement, that agreement governs and these Terms do not apply. Where there is no signed Master Services Agreement, these Terms apply, and where a Work Order and these Terms conflict, the Work Order controls.

1. Invoices

Unless otherwise specified in the applicable Work Order: (a) invoices are due to the Agency within ten days (NET10) of receipt; (b) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if such rate is lower), calculated and applied daily based on a 365-day year; and (c) all deposits and advance payments are nonrefundable.

The Client explicitly agrees that the Agency may email invoices to the provided email address, and such invoices shall be deemed received by the Client if the email is not returned as "undeliverable."

Invoice reminders will be sent weekly. If the Client fails to pay an invoice within 90 days of the original post date, the Agency's legal team will be notified and the Client will be responsible for all attorney fees incurred.

2. Payment

If there are additional deliverables requested outside of the scope of the applicable Work Order, the Agency will provide an estimate for approval to the Client. The Agency's billable hourly rate varies based on services requested and is stated in the applicable Work Order.

3. Delays

In the case of any unreasonable or persistent delays, the Agency reserves the right to pause the project and invoice for services rendered through the pause date based on the Agency's then-current hourly rate, not to exceed the total amount of the Fee. The Agency will reschedule the project when the Client is ready to recommence, at a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Work Order will be prepared.

In each scenario described in this Section 3, the Agency must be able to provide a record of an attempt to reach the Client by email, by phone, and by any other method of contact on file.

3.1 Monthly Retainers

Where the Client is contracted on a monthly retainer and has not responded to any communication from the Agency in two weeks or more, the Agency reserves the right to pause the retainer and invoice for services rendered through the pause date based on the Agency's then-current hourly rate, not to exceed the total amount of the Fee. The Agency will reschedule the project when the Client is ready to recommence, at a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Work Order will be prepared.

In the event that the previously partnered Agency Point of Contact (POC) does not have the capacity, the Client may be partnered with a new Agency POC who would then be the Client's main point of contact going forward.

3.2 One-Time Project Fees

Where the Client has a project that has already been paid in full and the Client has not responded to any communication from the Agency in two weeks or more, the Agency reserves the right to pause the project. Depending on the point at which the project has been paused, the Agency reserves the right to determine whether the project shall restart.

If the project starts back up, the Agency will reach out to schedule a start date at a mutually convenient time; however, there may be additional fees required. A change order or new Work Order will be prepared for the Client to sign before the project commences again. If the project does not relaunch, the Agency will retain all fees paid unless otherwise specified in the Work Order.

In the event that the previously partnered Agency POC does not have the capacity, the Client may be partnered with a new Agency POC who would then be the Client's main point of contact going forward.

3.3 Support Hour Blocks

For all hourly support block contracts, any unused hours do not roll over to the next month and will be lost. The Agency does its best to work with the Client month over month to ensure hours are being used in their entirety. If any Client project or evergreen retainer contains a support hour block, such as HubSpot support hours, and the Client becomes unresponsive to the Agency's attempts to connect and the terms of service have expired, any remaining support hours will be deemed expired.

4. Termination

Either party may terminate the applicable Agreement if the other party fails to perform any material obligations; provided that, if such failure is curable, the non-breaching party must give the breaching party written notice and at least ten days to cure, and may only terminate if the breach is not cured within the cure period.

The Agency will not refund any deposit or subsequent payment except where work is terminated due to the Agency's material breach. The Client may modify, reject, cancel, or stop any work in process, and agrees to reimburse the Agency for costs and expenses incurred prior to that instruction which relate to non-cancelable commitments. The Agency will use reasonable efforts to minimize such costs.

5. Proprietary Information; Ownership

Proprietary Information consists of:

Agency Materials — all of the Agency's documents, materials, information, data, and technology used in providing or accompanying the services, including the Know How, Integrated Products, and Derivative Works described below.
Know How — any and all (a) knowledge, experience, know-how, concepts, methods, formulae, processes, procedures, teachings, data, drawings, designs, trade secrets, specifications, technology and technical information, or software related to the services; (b) any marketing or commercial information or other information related to the services, whether or not patentable or copyrightable; and (c) any other proprietary information or rights related thereto, regardless of the form in which it may be embodied, which the Agency now or hereafter owns or has the right to license.
Integrated Products — products resulting from the integration of the Agency's Proprietary Information into products provided in connection with the services.
Derivative Works — any product, technology, or method wholly or partly based upon, modified from, or customized from the Agency Materials, or that incorporates the Agency Materials in any manner.

Ownership. The Client expressly understands, acknowledges, and agrees that the Agency either owns the Proprietary Information or has sufficient rights in the Proprietary Information to use it in performing the services and producing deliverables, and that there is no sale, transfer, license, or assignment of any right of title or ownership of the Proprietary Information under the Agreement. Ownership of the deliverables provided and resulting from the services vests with the Client upon the Client's full payment for the services.

Client marks. The Client grants the Agency a limited, non-exclusive, non-transferable license to use the Client's trade names, trademarks, logos, service marks, trade dress, corporate names, and other indicia owned and used by the Client (collectively "Client Marks") solely in connection with the Agency's performance of the services. The Agency acknowledges that the Client retains ownership of all Client Marks and the intellectual property rights associated with them.

6. Recognition of Relationship

The Client grants the Agency the right to acknowledge in public materials, such as the Agency website and basic Agency marketing collateral, that the Client is, or has been in the past, a "client" or "project client" of the Agency. Use of Client Marks for the Agency's marketing purposes requires the Client's written consent, which will not be unreasonably withheld.

7. Confidentiality

Each party to the Agreement ("Receiving Party") agrees to maintain the confidentiality of all Confidential Information supplied by the other party ("Disclosing Party"). The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except on a "need to know" basis to such of its employees, agents, or advisors who have a legitimate business purpose in connection with the subject matter of the Agreement.

For purposes of the Agreement, "Confidential Information" means all information of any kind, regardless of the form or medium, that is obtained from, through, or delivered by or on behalf of the Disclosing Party or its related parties, or that otherwise concerns the Disclosing Party's business, which Confidential Information shall include the terms of the Agreement, and any information regarding the executives, officers, directors, or investors of the Disclosing Party.

As between the Disclosing Party and the Receiving Party, all Confidential Information shall be the property of the Disclosing Party, and the Receiving Party shall have no right, title, or interest in such Confidential Information or any intellectual property or similar rights relating thereto. The Receiving Party shall not under any circumstances use, or disclose to third parties, any personally identifiable information or data of any other person that is included within or derived from Confidential Information.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) was in the public domain at the time it was disclosed by the Disclosing Party, or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure; (iii) is disclosed with the prior written consent of the Disclosing Party; or (iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party who had a right to disclose such information on an unrestricted basis.

This Section survives termination or cancellation of the Agreement.

8. Client Systems and Data

The Client grants the Agency the access to Client systems, platforms, and accounts reasonably necessary to perform the services. The Agency will use that access solely to perform the services. The Client may revoke access at any time, and the Agency will surrender all access to Client systems upon termination or completion of the services.

Client data remains the property of the Client. On written request within thirty days of termination, the Agency will return or delete Client data in its possession, other than copies retained in routine backups or as required by law.

9. Subcontractors

The Agency may engage subcontractors and independent contractors in performing the services. The Agency remains responsible for the performance of the services and for ensuring that anyone it engages is bound by confidentiality obligations no less protective than those in Section 7.

10. Third-Party Platforms

Services may involve third-party platforms, software, and services, including but not limited to HubSpot, analytics tools, and integration providers. The Agency does not control and is not responsible for the availability, performance, pricing, feature changes, deprecation, or discontinuation of any third-party platform. The Client is responsible for its own agreements with and payments to third-party providers, and for the setup, maintenance, and management of any third-party systems not covered by a Work Order. Recommendations are based on platform capabilities as they exist at the time of the recommendation.

11. Compensation from Third Parties

In connection with the provision of services or as a result thereof, the Agency may receive commission or other compensation from third-party providers to whom the Agency introduces or refers the Client and whom the Client subsequently engages.

12. Warranties

The Agency will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as stated in this Section, and except for any express warranties set forth in a Work Order, neither party makes any representation or warranty to the other, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

13. Indemnification

Each party agrees to indemnify, defend, and hold the other party harmless from and against any and all claims, demands, causes of action, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees and litigation expenses, arising out of, relating to, or resulting from (a) its non-compliance with any applicable law, (b) its breach of the Agreement, and (c) any negligent or intentional act or omission. The indemnifying party will pay all costs and expenses, including reasonable attorneys' fees, incurred by the other party in enforcing the covenants and agreements hereunder. This Section survives the expiration or termination of the Agreement for any claim that preceded such expiration or termination.

14. Limitation of Liability

Neither party is liable to the other for any indirect, incidental, punitive, special, or consequential damages whatsoever, including without limitation damages for lost profits, business interruption, loss of business information, personal injury, loss of privacy, or failure to meet any duty, arising out of the Agreement, even if the party has been advised in advance of the possibility of such damages.

A party's maximum liability for all claims under the Agreement, including claims for loss or use of data and for breaches of confidentiality, physical security, information security, data protection, or privacy obligations, shall not exceed, in the aggregate, the total fees paid by the Client to the Agency under the applicable Work Order during the twelve months preceding the event giving rise to the claim, regardless of whether such damages were foreseeable and whether or not the party was advised of the possibility of such damages.

Notwithstanding anything in the Agreement to the contrary, nothing limits either party's liability for (a) death, personal injury, or tangible property damage caused by a party's acts or omissions; (b) fraud, gross negligence, or willful misconduct; (c) claims of infringement of intellectual property rights; or (d) obligations of indemnity.

15. Non-Solicitation

For a period of one year following termination of the Agreement, neither party will solicit any customer or prospective customer of the other party with whom it has had personal contact and about whom it learned confidential information within the twelve months prior to termination.

For a period of one year following termination of the Agreement, neither party will employ or solicit for employment any person who was an employee or contractor of the other party during the term of the Agreement.

16. Compliance with Law

The parties will perform in compliance with all applicable laws and regulations, it being the sole responsibility of each party to determine which laws and regulations are applicable to it and any requirements of compliance.

17. Governing Law and Venue

The Agreement and any disputes arising hereunder will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Any disputes arising hereunder will be filed and resolved in the courts of the 26th Judicial District of the State of North Carolina, including the federal courts therein, and the parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.

18. General

Force majeure. Neither party is in default or liable for any failure to perform (other than a required payment of money) due to events beyond its reasonable control and without its fault or negligence, including acts of God; war, rioting, or insurrection; fire, flood, or other disaster; acts of governmental authority; strikes; communication line failure; pandemic or epidemic; and power or equipment failure. The affected party will notify the other as soon as reasonably possible and the parties will endeavor in good faith to agree on reasonable extensions. If such an event prevents a party from performing a material obligation for more than 30 days, the other party may terminate on written notice.

Notices. Notices may be made via email, with hard copies following by US mail where appropriate or required by law.

Entire agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, agreements, discussions, and communications, whether oral or written, and may be amended only by a written instrument signed by an authorized representative of each party.

Severability. Should any provision be declared invalid or unenforceable, that provision is severed and all other provisions continue in effect.

No waiver. A failure to enforce any provision at any time is not a waiver of that provision or of the right to enforce it.

Assignment. Neither the Agreement nor either party's rights or duties may be assigned, sold, or otherwise transferred without the other party's prior written consent, which will not be unreasonably withheld; provided that this does not restrict the Agency's right to assign or delegate its rights or obligations to an affiliate, parent, subsidiary, or successor in interest. A change of control of a party is deemed an assignment by that party.