Terms of Service for Echowave Digital LLC
1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity1 (“Client,” “you,” or “your”), and Echowave Digital LLC (referred to as “Echowave LLC” in some contexts), located at 1281 RIDGE AVE, LANCASTER, WI 53813, USA (“Echowave Digital,” “we,” “us,” or “our”), concerning your access to and use of our online business consultancy, branding, marketing, web and app development, and related digital services (“Services”). Our website is https://echowave.digital/.
By engaging Echowave Digital for Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using our Services and2 must discontinue engagement immediately.
These Terms may be supplemented by a specific Project Proposal, Statement of Work (“SOW”), or other written agreement executed by both parties for particular services (“Service Agreement”). In the event of a conflict between these Terms and a specific Service Agreement, the terms of the Service Agreement shall prevail for that specific engagement.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time. We will alert you about any changes by updating the3 “Effective Date” of these Terms. It is your responsibility to periodically review these Terms.
2. Definitions
- “Digital Services” or “Services”: Refers to all services provided by Echowave Digital, including but not limited to online business consultancy, strategic planning, branding and identity design, digital marketing (SEO, SEM, social media marketing, content marketing, email marketing), advertising campaign management, website design and development, mobile application design and development, e-commerce solutions, and ongoing support and maintenance as detailed in an applicable Service Agreement.
- “Client Content”: Refers to all text, images, logos, videos, data, branding assets, access credentials, and other materials provided by the Client to Echowave Digital for use in connection with the Services.
- “Deliverables”: Refers to the specific work product created or provided by Echowave Digital for the Client as part of the Services, such as brand guidelines, marketing campaign materials, advertisements, website code and design files, application software, content, analytical reports, and strategic documents, as defined in the Service Agreement.
- “Intellectual Property Rights”: Refers to all patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, database rights, design rights, and other intellectual property or proprietary rights.
- “Confidential Information”: Refers to any non-public information disclosed by one party to the other, in any form, designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances4 of disclosure.
- “SOW” or “Service Agreement”: A Statement of Work, Project Proposal, or other written agreement detailing the specific Services, Deliverables, project scope, timelines, fees, and other terms for a particular project or ongoing engagement.
3. Scope of Digital Services
3.1. Provision of Services: Echowave Digital agrees to provide the Digital Services as described in the mutually agreed-upon Service Agreement.
3.2. Project Management: We will employ professional project management practices. Specific processes, milestones, review periods, and acceptance criteria will be outlined in the Service Agreement.
3.3. Changes to Scope (Change Orders): Any changes or additions to the scope of Services defined in a Service Agreement must be requested in writing and may be subject to a formal Change Order, potentially impacting timelines and fees.
3.4. Third-Party Platforms & Services: Many Services rely on third-party platforms (e.g., social media sites, search engines, advertising networks, hosting providers, e-commerce platforms). The Client acknowledges that these platforms have their own terms and conditions and are subject to change. Echowave Digital is not responsible for the performance, availability, or policies of these third-party platforms, though we will strive to manage campaigns and services effectively within their constraints.
4. Client Obligations
4.1. Clear Objectives & Information: You agree to provide clear business objectives, target audience information, and all necessary Client Content and information in a timely manner.
4.2. Client Content Warranty: You warrant that you own or have all necessary rights, licenses, and consents to use and provide the Client Content to Echowave Digital for use in the Services, and that such use will not infringe any third-party rights.
4.3. Approvals & Feedback: You agree to provide timely feedback, reviews, and approvals as requested by Echowave Digital to keep projects on schedule. Delays caused by late or incomplete feedback may impact project timelines and costs.
4.4. Access: You will provide necessary access to your existing systems, accounts (e.g., website hosting, social media accounts, ad accounts, analytics), and other resources as required for Echowave Digital to perform the Services.
4.5. Compliance: You are responsible for ensuring your business practices, products, services, and all Client Content comply with all applicable laws and regulations.
4.6. Payment: You agree to pay all fees and expenses in accordance with Section 5.
5. Fees and Payment
5.1. Fees: Fees for Services will be detailed in the Service Agreement and may include project-based fees, monthly retainers, hourly rates, or a combination thereof.
5.2. Expenses: You agree to reimburse Echowave Digital for pre-approved out-of-pocket expenses incurred in connection with the Services, such as stock photography/videography licenses, premium fonts, third-party software/plugin costs, printing, ad spend (media buys), and travel expenses (if applicable). Ad spend may be paid directly by you to the platform or managed by us and invoiced to you.
5.3. Invoicing: Invoices will be issued according to the schedule in the Service Agreement (e.g., monthly, upon milestone completion).
5.4. Payment Terms: Payment is due within [e.g., 15 or 30] days of the invoice date unless otherwise agreed. Payments shall be made in United States Dollars (USD).
5.5. Late Payments: Overdue invoices may accrue interest at [e.g., 1.5%] per month, or the maximum rate permitted by Wisconsin law, whichever is lower. Echowave Digital reserves the right to suspend Services for overdue accounts.
5.6. Taxes: Fees are exclusive of applicable taxes. You are responsible for any sales, use, or other taxes.
6. Intellectual Property Rights
6.1. Client Content: You retain all ownership of your pre-existing Client Content. You grant Echowave Digital a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Content solely for the purpose of performing the Services.
6.2. Echowave Digital’s Pre-Existing IP: Echowave Digital retains all Intellectual Property Rights in its pre-existing materials, software, tools, code libraries, methodologies, templates, know-how, and general knowledge (“Echowave IP”) used or developed in providing the Services.
6.3. Ownership of Custom Deliverables:
* (Note to Echowave Digital: Choose/adapt one option below with your legal counsel, or define specifically in each SOW. This is a critical area.)
* [Option A: Client Owns Final Deliverables] Upon your full and final payment for the Services related to specific Deliverables, Echowave Digital assigns to you all of its right, title, and interest in and to the custom-developed portions of the final Deliverables created exclusively for you (e.g., final logo design, custom website code, specific marketing collateral). Echowave Digital will retain ownership of any underlying Echowave IP incorporated into such Deliverables and grants you a perpetual, non-exclusive, royalty-free license to use such incorporated Echowave IP solely as part of the delivered work.
* [Option B: Echowave Owns, Client Gets Extensive License] Echowave Digital shall retain all right, title, and interest in and to all Deliverables created. Upon your full and final payment, Echowave Digital grants you a broad, perpetual, [exclusive/non-exclusive], worldwide, royalty-free license to use, reproduce, display, and distribute the specific Deliverables for your business purposes as outlined in the Service Agreement.
6.4. Third-Party Materials: Any third-party materials (e.g., stock photos, fonts, software components) incorporated into Deliverables will be subject to their respective licenses. Echowave Digital will inform you of any such licenses you need to procure or adhere to.
6.5. Portfolio Rights: Echowave Digital reserves the right to display Deliverables (e.g., website screenshots, branding work, campaign summaries) in its portfolio and marketing materials, unless otherwise agreed in writing and subject to reasonable confidentiality regarding sensitive Client information.
7. Confidentiality
7.1. Mutual Obligations: Each party shall protect the other’s Confidential Information with at least the same degree of care as it uses for its own confidential information of like importance5 (but no less than reasonable care) and shall not disclose such information to third parties without prior written consent, except to employees or contractors bound by similar confidentiality duties who have a need to know.
7.2. Exceptions: Standard exceptions for publicly known information, information already possessed, rightfully received from a third party, or independently developed will apply.
7.3. Legally Required Disclosure: If disclosure is required by law, the party subject to disclosure will (if legally permitted) notify the other party promptly.
7.4. Duration: Confidentiality obligations shall survive termination of this Agreement for [e.g., three (3) or five (5)] years.
8. Warranties and Disclaimers
8.1. Echowave Digital’s Warranty: Echowave Digital warrants that it will perform the Services in a professional and workmanlike manner, using personnel with due skill, care, and diligence, consistent with industry standards. For web and app development, we warrant that for a period of [e.g., sixty (60) or ninety (90)] days following formal launch (“Warranty Period”), the developed website/application will perform substantially in accordance with the material functional specifications set forth in the applicable Service Agreement, provided it is used in the intended operating environment. Your sole remedy for breach of this performance warranty is for Echowave Digital to use commercially reasonable efforts to correct or provide a workaround for the non-conformity.
8.2. DISCLAIMER OF MARKETING & BUSINESS RESULTS: YOU ACKNOWLEDGE THAT THE SUCCESS OF BRANDING, MARKETING, ADVERTISING, AND CONSULTANCY SERVICES IS SUBJECT TO NUMEROUS FACTORS BEYOND ECHOWAVE DIGITAL’S DIRECT CONTROL (E.G., MARKET CONDITIONS, COMPETITOR ACTIONS, CONSUMER BEHAVIOR, SEARCH ENGINE ALGORITHM CHANGES). THEREFORE, ECHOWAVE DIGITAL DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC OUTCOMES, SUCH AS INCREASED SALES, PROFITS, WEBSITE TRAFFIC, SEARCH ENGINE RANKINGS, LEAD GENERATION, OR MARKET SHARE.
8.3. CLIENT RESPONSIBILITY FOR CONTENT & COMPLIANCE: YOU ARE SOLELY RESPONSIBLE FOR ALL CLIENT CONTENT AND FOR ENSURING THAT YOUR BUSINESS OPERATIONS, AND THE DELIVERABLES AS YOU USE THEM, COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.
8.4. THIRD-PARTY PLATFORMS: ECHOWAVE DIGITAL MAKES NO WARRANTIES REGARDING THE CONTINUED AVAILABILITY OR FUNCTIONALITY OF THIRD-PARTY PLATFORMS OR SERVICES.
8.5. GENERAL DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” ECHOWAVE DIGITAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. Limitation of Liability6
9.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING7 LOSS OF PROFITS, DATA, OR GOODWILL) ARISING FROM THIS AGREEMENT OR THE SERVICES.
9.2. LIMITATION OF DIRECT DAMAGES: ECHOWAVE DIGITAL’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ECHOWAVE DIGITAL UNDER THE SPECIFIC SERVICE AGREEMENT GIVING RISE TO THE CLAIM DURING THE [e.g., SIX (6) or TWELVE (12)] MONTHS PRECEDING THE EVENT.
9.3. Exceptions: Limitations do not apply to breaches of confidentiality, indemnification obligations, or liability for fraud, gross negligence, or willful misconduct.
10. Term and Termination
10.1. Term: This Agreement commences upon your engagement and continues until terminated or upon completion of all Service Agreements.
10.2. Termination for Cause: Either party may terminate for material breach if not cured within [e.g., thirty (30)] days of notice.
10.3. Termination for Convenience: Either party may terminate this Agreement or any SOW without cause upon [e.g., thirty (30)] days prior written notice, subject to terms in the SOW.
10.4. Effect of Termination: Upon termination, you shall pay for all Services rendered and non-cancellable expenses incurred. Surviving provisions (e.g., IP, Confidentiality, Disclaimers, Liability) shall remain in effect.
11. Indemnification
11.1. By Client: You agree to indemnify, defend, and hold harmless Echowave Digital from third-party claims arising from: (a) your Client Content (including IP infringement or data privacy claims); (b) your use of the Deliverables in violation of this Agreement or applicable law; or (c) your breach of this Agreement.
11.2. By Echowave Digital: Echowave Digital will indemnify you against third-party claims that custom-developed Deliverables (excluding Client Content and third-party materials) directly infringe a U.S. copyright or trademark, subject to prompt notice and our control of the defense.
12. Data Privacy
Echowave Digital will handle Personal Information in accordance with its Privacy Policy [Link to Privacy Policy – must be created separately] and applicable data protection laws.
13. Governing Law and Dispute Resolution
13.1. Governing Law: This Agreement shall be governed by the laws of the State of Wisconsin, USA.
13.2. Venue: Any legal action shall be brought exclusively in the state courts located in Grant County, Wisconsin, or the federal courts for the Western District of Wisconsin.
13.3. Informal Resolution: Parties agree to attempt informal dispute resolution for at least [e.g., thirty (30)] days before formal proceedings.
14. General Provisions
Standard clauses for Entire Agreement, Notices, Waiver, Severability, Assignment, Relationship of Parties, and Amendments will apply.
15. Contact Information
Echowave Digital LLC
Attn: Cortney Newberry, Member (or Legal Department)
1281 RIDGE AVE
LANCASTER, WI 53813, USA
Website: https://echowave.digital/
Email: info@echowave.digital