AJILE MASTER TERMS & CONDITIONS

Effective Date: May 8, 2026

These Terms & Conditions (“Terms”) govern all services provided by Ajile LLC (“Ajile”) to any client (“Client”) pursuant to an executed proposal, order form, statement of work, or other written agreement referencing these Terms (collectively, an “Order Form”).

1. Services

Ajile will provide growth strategy, marketing execution, creative, advisory, and related services as described in the applicable Order Form.

Ajile may utilize employees, contractors, or subcontractors in connection with performing the services.

2. Fees & Payment

Client agrees to pay all fees set forth in the applicable Order Form.

Unless otherwise stated:

  • Invoices are due within ten (10) days of issuance.

  • Payments may be made via ACH, wire, check, or credit card.

  • Credit card payments may be subject to processing fees.

  • Late payments may result in suspension of services.

Client is responsible for all third-party costs including but not limited to:

  • advertising spend

  • creator fees

  • influencer costs

  • software subscriptions

  • production expenses

  • platform usage fees

3. Client Responsibilities

Client agrees to:

  • provide timely access to required accounts, assets, and information

  • review and approve materials promptly

  • remain responsible for pricing, fulfillment, legal compliance, and operational decisions

  • cooperate in good faith throughout the engagement

Ajile is not responsible for delays caused by missing access, delayed approvals, or unavailable resources.

4. Confidentiality

Each party agrees to maintain the confidentiality of non-public information disclosed during the engagement and to use such information solely for purposes related to the services.

These obligations survive termination of the engagement.

5. Intellectual Property

Upon full payment of all amounts due, Client will own final deliverables specifically created for Client.

Ajile retains ownership of all pre-existing and proprietary materials, methodologies, frameworks, templates, systems, processes, tools, know-how, and intellectual property used or developed in connection with the services.

Ajile may reference Client’s name and non-confidential aspects of the engagement for portfolio, marketing, or case study purposes unless otherwise requested in writing.

6. No Guarantees

Client acknowledges that marketing, advertising, and growth outcomes are inherently uncertain.

Ajile makes no guarantees regarding:

  • revenue

  • profitability

  • return on ad spend

  • customer acquisition costs

  • conversion rates

  • growth outcomes

  • business performance

7. Limitation of Liability

To the maximum extent permitted by law, Ajile will not be liable for indirect, incidental, consequential, special, or punitive damages.

Ajile’s total cumulative liability arising out of or related to the services will not exceed the total fees paid by Client to Ajile during the three (3) months preceding the claim.

8. Indemnification

Client agrees to indemnify and hold harmless Ajile and its employees, contractors, agents, and affiliates from any claims, damages, liabilities, costs, or expenses arising from:

  • Client-provided content or materials

  • Client products or services

  • Client’s breach of these Terms

  • Client’s violation of applicable laws or regulations

9. Independent Contractor

Ajile is an independent contractor and nothing in these Terms creates a partnership, joint venture, or employment relationship.

10. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including but not limited to natural disasters, labor disputes, platform outages, acts of government, war, terrorism, supply chain disruptions, or failures of third-party providers.

11. Governing Law

These Terms shall be governed by the laws of the State of Florida.

12. Assignment

Client may not assign or transfer its rights or obligations without Ajile’s prior written consent.

Ajile may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

13. Entire Agreement

These Terms, together with the applicable Order Form, constitute the complete agreement between the parties and supersede prior discussions or agreements relating to the subject matter herein.