Terms of Service

Eligibility and Acceptance

You must be at least 18 years old and have the authority to bind your organization to these Terms. By using our services, you accept and agree to be bound by these Terms.

Scope of Services

Our services include marketing consulting, media buying, creative development, analytics, and conversion rate optimization. Services are governed by proposals, statements of work, or order forms. We may modify or discontinue non-material features without notice.

Accounts and Access

You are responsible for maintaining access credentials, approvals, ad accounts, and billing profiles. You grant us authority to create and manage campaigns and integrations on your behalf.

Fees and Payment

Retainers are invoiced in advance, projects per milestone, and expenses billed at cost. Late amounts accrue 1.5 percent per month or the maximum allowed by law. Fees are non-refundable unless stated in writing. Taxes are your responsibility. We may suspend services for non-payment.

Client Materials and Representations

You own rights to assets provided and warrant non-infringement and compliance. You grant Respirae a license to use materials to deliver services.

Intellectual Property and Deliverables

Pre-existing IP stays with the original owner. Work product is licensed to you for internal business use upon full payment. No resale or sublicensing without written consent. You grant us a license to use feedback.

Acceptable Use

You may not use our services for illegal, harmful, deceptive, or infringing purposes. No attempts to bypass platform rules or engage in spam. We may refuse or remove content that violates this section.

Third Party Platforms and Tools

Platforms include Google, Meta, TikTok, Microsoft, Shopify, Klaviyo, and others. We are not responsible for third party outages, policy changes, data loss, or breaches. You remain bound by third party terms.

Confidentiality

We maintain mutual confidentiality of non-public information with reasonable safeguards. Exclusions apply for information that is public, received lawfully, or developed independently. Required disclosures are permitted with notice when lawful.

Disclaimers

Services are provided AS IS and AS AVAILABLE. We do not guarantee specific revenue, rankings, ROAS, or outcomes.

Limitation of Liability

Our liability is capped at total fees paid in the three months preceding the claim. No indirect, incidental, special, consequential, or punitive damages. Carve outs apply for fraud and willful misconduct where not waivable by law.

Indemnification

You indemnify Respirae for claims arising from client materials, unlawful conduct, or breach of these Terms. We indemnify you for claims that our deliverables, as provided, infringe third party IP, subject to limits.

Suspension and Remedial Action

We may suspend services for non-payment, security risks, legal risk, or misuse.

Termination

Either party may terminate for convenience with thirty days written notice. Either party may terminate for material breach after ten days to cure. Upon termination, you pay all accrued fees and we cooperate for reasonable transition.

Force Majeure

Neither party is liable for failures due to events beyond reasonable control.

Governing Law

These Terms are governed by the laws of Texas, without conflict rules.

Binding Arbitration and Class Action Waiver

Disputes are resolved through AAA Commercial Rules in Harris County, Texas. Individual claims only, no class or representative actions. Small claims court option preserved.

Changes to These Terms

We may update these Terms by posting a new date. Continued use constitutes acceptance of updated Terms.

Contact

Questions about these Terms: legal@respirae.us

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