Terms &
Conditions.

General Terms & Conditions

This Master Services Agreement (this "Agreement") is entered into between Waypoint Marketing ("Waypoint") and the entity or person ordering services from us ("Customer"). Each proposal, order, or Statement of Work ("SOW") accepted by Customer incorporates and is governed by these terms.

1. Scope

This Agreement is a master framework. Specific services, deliverables, timelines, and fees are set out in the applicable SOW, order form, or accepted proposal in the Waypoint client portal. In the event of a conflict, the terms of the SOW control for that engagement, and this Agreement controls for everything else.

2. Services and additional work

Waypoint will perform the Services described in each accepted SOW in a workmanlike manner consistent with generally accepted industry standards. Additional or out-of-scope work will be quoted in a change order or new SOW before it begins.

3. Customer obligations

• Provide accurate information, brand assets, access, and timely feedback.
• Review deliverables and provide written approval within the review windows in the SOW; unreviewed items after 10 business days are deemed accepted.
• Ensure you have the rights to all content you provide (logos, photos, copy, testimonials).
• Keep client portal credentials confidential.

4. Customer content and approval

All content, records, logos, photos, and materials you provide ("Customer Content") remain your property. You grant Waypoint a non-exclusive, royalty-free license to use them to perform the Services. You are solely responsible for the accuracy, legality, and completeness of Customer Content and for the final review and approval of anything published on your behalf.

5. Ownership of deliverables

On full payment of applicable fees, Customer owns the final deliverables created specifically for Customer under the SOW. Waypoint retains ownership of its pre-existing tools, templates, methods, code libraries, design systems, and know-how ("Waypoint IP"). Where Waypoint IP is embedded in a deliverable, Waypoint grants Customer a perpetual, royalty-free license to use it as part of that deliverable — but not to resell it standalone.

Third-party assets (fonts, stock imagery, plug-ins, SaaS subscriptions) remain subject to their own licenses. Ongoing subscription costs are Customer's responsibility unless the SOW says otherwise.

6. Third-party platforms

Waypoint may build on or integrate with third-party platforms including Lovable, Supabase, Stripe, Google, Meta, Mariana Tek, Calendly, and email delivery providers ("Third-Party Platforms"). These platforms may change APIs, features, pricing, or terms. Waypoint has no control over them and is not liable for outages, pricing changes, or discontinued features on Third-Party Platforms. Customer's use of Third-Party Platforms is subject to those platforms' own terms.

7. Fees, invoices, and taxes

• Fees are set in the SOW. Unless stated otherwise, invoices are due within 15 days of invoice date.
• Payments are non-refundable once work has begun, except as set out in the applicable SOW or under Section 12.
• Late amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.
• Amounts are exclusive of taxes; Customer is responsible for any sales, use, VAT, or similar taxes.
• Third-party services procured on Customer's behalf (ad spend, stock, plug-ins, hosting add-ons) may include reasonable markup or a management fee, disclosed in the SOW.

8. Term and termination

• This Agreement begins on the effective date of the first SOW and continues until all SOWs are complete or terminated.
• Either party may terminate for convenience on 30 days' written notice; recurring subscriptions require 30 days' notice before the next renewal.
• Either party may terminate for material breach if the other party fails to cure within 30 days of written notice.
• On termination, Customer pays for all Services performed and non-cancelable commitments through the effective date of termination.

9. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform this Agreement. This obligation survives termination. Confidential information does not include information that is public through no fault of the receiving party, already known without restriction, independently developed, or lawfully received from a third party.

10. Personal data

Waypoint's handling of Personal Data is described in the Privacy Policy. Where Waypoint processes Personal Data on Customer's behalf (for example, form submissions on Customer's website), each party will comply with applicable data-protection laws and cooperate on lawful data subject requests.

11. Warranties and disclaimer

Each party warrants it has authority to enter into this Agreement. Waypoint warrants that Services will be performed in a workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HERE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAYPOINT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WAYPOINT DOES NOT WARRANT SPECIFIC BUSINESS RESULTS, RANKINGS, TRAFFIC, LEADS, REVENUE, OR CONVERSION VOLUMES.

12. Indemnification

Customer will defend and indemnify Waypoint against any third-party claim arising from Customer Content, Customer's business, or Customer's misuse of the Services. Waypoint will defend and indemnify Customer against any third-party claim that Waypoint- originated Deliverables infringe a valid US copyright or trademark, provided Customer promptly notifies Waypoint and gives Waypoint sole control of defense and settlement.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE AMOUNTS PAID BY CUSTOMER TO WAYPOINT UNDER THE APPLICABLE SOW IN THE 12 MONTHS BEFORE THE CLAIM. AD SPEND AND OTHER PASS-THROUGH THIRD-PARTY COSTS ARE EXCLUDED FROM THE CAP.

14. Miscellaneous

• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.
• Portfolio use. Waypoint may reference Customer's name and logo and display non-confidential work as portfolio and case studies unless Customer opts out in writing.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disaster, war, outages of Third-Party Platforms, government action).
• Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules. Venue lies exclusively in the state and federal courts located in Tarrant County, Texas.
• Notices. Notices to Waypoint go to jason@waypointmkt.group. Notices to Customer go to the primary contact email on file.
• Independent contractor. The parties are independent contractors; nothing here creates a partnership, agency, joint venture, or employment relationship.
• Non-solicitation. During the term and for 12 months after, neither party will solicit the other's employees or contractors, except through general public job postings.
• Severability & waiver. If any provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.
• Entire agreement. This Agreement plus each SOW is the entire agreement between the parties on this subject and supersedes prior discussions.