Last Updated: June 6th, 2026
These Terms & Conditions of Services (the “Terms”) govern all services provided by Scaliency, LLC (“Scaliency,” “we,” “us”) to its clients (“Client,” “you”). These Terms are a binding contract on their own and apply to every engagement, whether or not a separate Scaliency Service Agreement (“MSA”) is signed.
0.1 How These Terms Are Accepted. You accept these Terms, and they become a binding contract between you and Scaliency, by any of the following, whichever occurs first:
(a) signing an MSA (Mutual Service Agreement), Statement of Work (“SOW”), order form, or proposal that references these Terms;
(b) paying, or authorizing payment of, any Scaliency invoice or estimate that references these Terms (for example, by paying a recurring monthly invoice); or
(c) accepting, using, or continuing to use the Services after these Terms have been made available to you.
Each of these is a valid acceptance. For invoice-based and month-to-month engagements, your payment of an invoice that links or refers to these Terms constitutes your express agreement to them for that billing period and each subsequent one.
0.2 Relationship to the MSA. If you have signed an MSA, the MSA and any SOW control where they address a topic, and these Terms fill any gaps; in that case the order of precedence is the MSA, then the SOW or Change Order, then these Terms. If you have NOT signed an MSA (for example, a month-to-month engagement accepted by invoice payment), these Terms are the complete and governing agreement for the Services, and the substantive protections in these Terms apply in full on their own, without depending on any MSA. References in these Terms to MSA sections are provided for cross-reference convenience only and do not limit the independent effect of these Terms.
1.1 Order of Precedence. In the event of conflict, the order of precedence is: (1) the MSA, (2) the SOW or any Change Order, then (3) these Terms. These Terms fill gaps and provide general operating rules not covered elsewhere.
1.2 Independent Contractor. Scaliency acts as an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship.
2.1 Activated Services. Scaliency performs the services activated in the Client’s package or SOW, on a commercially reasonable basis consistent with professional industry standards. Scaliency does not commit to fixed output quantities; volume varies with strategy, platform performance, content opportunities, and Client cooperation, consistent with the MSA.
2.2 Effort, Not Guaranteed Results. Except for the limited Performance Guarantee in the MSA, Scaliency does not warrant specific results, including rankings, ROAS, lead volume, or revenue. Marketing outcomes depend on factors beyond Scaliency’s control.
3.1 Fees Separate from Ad Spend. Fees are set in the SOW or invoice. Advertising spend is separate and paid by Client directly to the advertising platforms using Client’s own payment method, unless otherwise agreed in writing.
3.2 Recurring Billing & Authorization. For subscriptions and retainers, Scaliency bills on a recurring monthly schedule through a third-party payment processor (such as Square, HighLevel, Stripe, or another processor Scaliency may use). Where Client elects auto-pay, Client enables and authorizes recurring charges directly through the processor’s own interface and procedures; the processor, not Scaliency, collects and stores Client’s payment credentials and manages that authorization under the processor’s own terms, security standards, and data practices, which govern that relationship and which Client should review. Scaliency does not itself store full card or bank credentials. By enabling auto-pay and consenting at signing, Client provides express affirmative consent to recurring charges on each billing date until the engagement ends or Client revokes authorization through the processor and/or in writing to Scaliency, consistent with Section 4.2 of the MSA. Scaliency discloses the fee amount, billing frequency, term, and cancellation method at signing, makes a receipt available for each charge, gives reasonable advance notice of any fee change, and retains verification of consent as required by law. Where applicable law (such as California’s Automatic Renewal Law or the FTC’s Negative Option Rule) requires additional disclosures, consents, reminders, or cancellation methods, Scaliency will comply, and those requirements control to the extent more protective of Client.
3.3 Payment Due & Late Fees. Unless stated otherwise, payment is due upon receipt. Past-due balances accrue a late fee of the lesser of 1.5% per month or the maximum permitted by law, plus a $25 administrative follow-up charge. Scaliency may suspend Services on accounts more than ten (10) days past due after written notice.
4.1 Term & Cancellation. For signed fixed-term engagements, termination, pause, and early-termination rights and fees are governed by Section 8 of the MSA, including the Early Termination Fee (liquidated damages, standard 50% of remaining Initial Term fees), the pause provision, and the Termination & Settlement Agreement process. For month-to-month and invoice-only engagements, either party may cancel with written notice before the next billing date; there is no Early Termination Fee, no minimum term, and no Performance Guarantee. Fees already paid or due for the current billing period, and amounts for work performed or committed, are non-refundable.
4.2 Shoot Cancellations. If Client cancels less than seventy-two (72) hours before a scheduled shoot, a 50% late cancellation fee applies to cover crew time and location costs.
4.3 Non-Refundable Items. Strategy, creative, management time, and setup/build work are non-refundable once delivered or scheduled, except as expressly provided by the MSA Performance Guarantee remedy. Advertising platform spend is non-refundable by Scaliency.
5.1 Qualified Lead/Job. A “Qualified Lead/Job” includes: website signups for a specific service from ads, direct social media messages for a specific service from ads, and email or phone contact to the business for a specific service from ads. Lead quality may vary; Scaliency is not responsible for closing leads.
5.2 No Warranty of Results. Marketing results depend on many factors beyond Scaliency’s control. Scaliency does not warrant specific results, including rankings, ROAS, lead volume, or revenue. The 90-Day Performance Guarantee is offered ONLY under a signed MSA with a completed Baseline Schedule; it does NOT apply to month-to-month or invoice-only engagements, which have no performance guarantee. A Client wanting the guarantee must sign the MSA and complete onboarding.
6.1 Review Window. Client has five (5) business days for review and approval per round of content unless an SOW specifies different windows. If no feedback or objection is received by the end of the review window, deliverables are deemed accepted.
6.2 Revisions. Up to two (2) standard revision rounds per asset or set are included unless otherwise stated. Additional rounds are billable.
7.1 Client Responsibility for Releases & Permissions. Client is solely responsible for securing all location permissions and permits for shoots, and for collecting and maintaining media releases, model releases, and talent waivers from any person or property featured. Scaliency does not issue, collect, or hold releases, waivers, or NDAs for shoot participants or locations, and Client indemnifies Scaliency for any claim arising from missing or defective releases, consents, or permissions, consistent with Section 10 of the MSA.
7.2 Music & Third-Party Materials. If Client selects or directs the material, Client bears responsibility and indemnifies Scaliency for any resulting copyright or infringement claim; if Scaliency independently selects it, Scaliency is responsible for clearing it.
8.1 Platform & Account Risk. Advertising and search platforms change algorithms, policies, costs, and account standing in ways outside Scaliency’s control. Scaliency follows best practices and acts in good faith. A suspension, disabling, or shutdown of an account or profile not caused by Scaliency’s gross negligence or willful misconduct is not a breach; Client indemnifies Scaliency, and Scaliency will use commercially reasonable efforts to seek reinstatement or establish a replacement, without guaranteeing reinstatement, consistent with Section 9 of the MSA.
8.2 Legal, Privacy & Policy Pages. Any Terms of Service, Privacy Policy, Cookie Policy, or similar pages Scaliency drafts are prepared in good faith and are not legal advice. Client is solely responsible for reviewing them, confirming they reflect Client’s actual practices, and obtaining its own counsel’s review and edits before publication. Scaliency is not liable for, and Client indemnifies Scaliency against, any audit, rejection, suspension, penalty, claim, or lawsuit arising from such pages, consistent with Section 10.5 of the MSA.
9.1 Ownership. Client owns materials it provides and, upon full payment, owns the final creative deliverables produced specifically for Client. Scaliency retains its pre-existing tools, templates, frameworks, infrastructure, and know-how (“Scaliency IP”), including any proprietary hosting backend, which is confidential and not transferable, consistent with Section 11 of the MSA.
9.2 Confidentiality & Data. Each party protects the other’s non-public information and uses commercially reasonable safeguards for data in its possession. Client is responsible for the lawfulness of data it provides and for its own privacy disclosures and consents. Data return and deletion on termination are handled per Section 8.9 of the MSA.
10.1 Mutual Indemnification. Each party indemnifies the other for third-party claims arising from its breach, negligence, willful misconduct, or violation of law. The indemnifying party will be given prompt written notice of the claim, sole control of the defense and settlement (no settlement imposing liability on the other party without consent), and reasonable cooperation. Client specifically indemnifies Scaliency for claims arising from Client’s products, services, supplied materials, approved content, and the legal/privacy pages and releases described in Sections 7 and 8. Where an MSA applies, its indemnification procedure controls; otherwise this procedure governs.
10.2 Limitation of Liability. Except for indemnification, breach of confidentiality, or gross negligence or willful misconduct, each party’s total aggregate liability arising out of or related to the engagement or the Services — whether based in contract, tort (including negligence), statute, equity, or any other theory, and including any claim of harm or injury allegedly arising from the Services — will not exceed the total management fees paid by Client to Scaliency under the engagement (with a three-month fallback if that measure is unenforceable). Neither party is liable for indirect, incidental, special, consequential, or punitive damages. This limitation applies regardless of the legal theory and survives termination. Where an MSA with a Performance Guarantee applies, the guarantee refund-and-release is the Client’s sole and exclusive remedy for a missed guarantee, and a Client who declines it and instead sues obtains no greater recovery, remaining subject to this cap and the consequential-damages waiver. Services and deliverables are provided “as is,” and Scaliency disclaims all implied warranties, including merchantability and fitness for a particular purpose, to the fullest extent permitted by law. This Section states the parties’ full allocation of risk and is a material basis of the pricing, and it applies independently whether or not an MSA is signed.
11.1 Governing Law. These Terms are governed by Arizona law. For Clients located in other states, mandatory provisions of the Client’s home-state law that cannot be waived apply to the extent required.
11.2 Dispute Process. Disputes are resolved by the following process, which applies on its own whether or not an MSA is signed: written notice and a thirty (30) day cure period, then good-faith negotiation, then mediation administered by the AAA under its Commercial Mediation Procedures, then binding arbitration administered by the AAA under its Commercial Arbitration Rules before a single arbitrator, seated in Maricopa County, Arizona (or conducted virtually by agreement), with arbitrator and AAA administrative fees allocated by the arbitrator in the award. Either party may bring a qualifying claim in small claims court (including collection of unpaid fees) or seek injunctive relief for IP/confidentiality misuse without first arbitrating. The prevailing party in any dispute may recover its reasonable attorneys’ fees and costs; and a party that brings a claim that is frivolous, without legal or factual basis, or made in bad faith or to harass is liable for the other party’s reasonable fees and costs in defending it. Nothing limits a party’s right to assert claims or counterclaims, including for the other party’s breach, non-performance, or bad faith. Disputes are resolved individually, not as a class.
12.1 Severability & Multi-State Savings. If any provision is unenforceable, it is modified to the minimum extent necessary or severed, and the remainder stays in effect. For Clients in other states (for example, California), any provision more restrictive than that state’s law permits applies only to the extent allowed there. Non-solicitation provisions do not apply where prohibited (including California).
12.4 One Company Per Engagement; No Aggregation. These Terms, and any engagement under them, apply to a single Client (a business entity, or an individual or sole proprietor signing for themselves) and one engagement only. Where the same owner or group operates more than one business, brand, or company that Scaliency serves — whether incorporated or not — each is a separate Client with its own separate engagement, accepted separately (by its own signature or by payment of its own invoice). Fees, any guarantee, refunds, credits, the limitation of liability, and all other rights and obligations are measured separately for each company and may not be combined, aggregated, pooled, set off, or transferred across companies, even if commonly owned. A claim, result, waiver, or termination affecting one company has no effect on any other.
12.2 Electronic & Payment Acceptance. These Terms may be accepted electronically, by signature, by clicking acceptance, or by payment of an invoice or estimate that references them, and are valid and enforceable to the fullest extent permitted by law under the federal E-SIGN Act and Arizona’s electronic-transactions law. The parties intend that payment of a referencing invoice has the same binding effect as a signature.
12.3 Updates. Scaliency may update these Terms prospectively; material changes will be communicated, and continued use of the Services after notice constitutes acceptance, except where the MSA requires a signed amendment.
These Terms are harmonized with and subordinate to the Scaliency Service Agreement. Where the MSA addresses a topic, the MSA governs.
