Terms and Conditions

Standard Service Agreement

By signing or electronically accepting an engagement with Cyentist, LLC (“Agency”) that incorporates these Terms, Client agrees to this Standard Service Agreement. “Client” means the person or business identified in the accepted engagement. Anyone accepting on Client’s behalf confirms that they have authority to bind Client.

These Terms and the accepted proposal, statement of work, or service order (“Order”) form the Agreement. The Order identifies the services, fees, payment schedule, and any service-specific terms. An Order provision expressly changing these Terms controls that specific matter. Other exceptions require Agency’s written agreement.

Client contracts with Cyentist, LLC. Agency’s owner and representatives act on its behalf and do not personally guarantee its contractual obligations.

No Refunds

Agency has a no-refund policy. Payments reserve project time and resources and cover work that may include meetings, discovery, onboarding, planning, project management, design, strategy, copywriting, consulting, and third-party purchases. All payments made to Agency are non-refundable, except as required by applicable law.

Client’s change of mind, changed priorities or budget, failure to participate, or decision not to use the services or deliverables does not entitle Client to a refund or release Client from payment obligations under the Agreement.

Fees & Payments

Fees and payment dates are stated in the Order. Unless the Order states otherwise, full payment is due in advance to hold your scheduled project booking and begin work.

Client is responsible for completing any agreed payment plan for the purchased engagement or service term. Installments divide the agreed fee into payments; they do not create a month-to-month cancellation right.

Client-caused delays, missed appointments, or failure to use the services do not postpone payment dates. An unpaid installment remains due even if a later installment is paid.

Payments may be made by credit card through Agency’s invoicing system. Unless the Order requires automatic payment, checks may be mailed to:

Cyentist, LLC
15001 Kercheval Ave
Unit #2099
Grosse Pointe Park, MI 48230-1359

Agency may pursue unpaid balances through collections or legal proceedings. Client is responsible for reasonable collection costs, attorneys’ fees, and court costs incurred by Agency in recovering amounts due, to the extent permitted by law.

Term

For fixed projects, the service term begins upon receipt of the required payment and ends when the project is completed under this Agreement and the balance is paid in full, unless terminated earlier under these Terms.

Client may not pause, suspend, or extend an engagement without Agency’s written approval. Client-caused delays do not extend scheduled sprints or approval deadlines.

A fixed project placed on hold for more than 45 consecutive days because of missing Client input, access, or decisions, without Agency’s written approval, is considered terminated by Client. The termination provisions of this Agreement apply. Resuming work requires a new Order and prepayment at current rates, subject to Agency’s availability.

The 45-day period does not extend scheduled sprints or approval deadlines. Completed work awaiting approval may be delivered and closed under “Delivery When Client Approval Is Delayed” without waiting 45 days.

Recurring services continue for the initial commitment and renewal periods specified in the Order and applicable service terms. Client commits to the full applicable term, even when paying in monthly installments.

Additional projects and sprints are separately scoped, scheduled, and purchased.

Revisions & Deliverable Acceptance

Client must review deliverables and request any included revisions during the scheduled sprint or other review period stated in the Order. Included revisions must remain within the agreed scope and direction.

Client’s express approval constitutes acceptance of the identified deliverable. Changes requested after approval are additional work.

Client must provide decisions and approvals within the scheduled review period. Missing a deadline does not extend the reserved sprint. Additional review or revision time required because of Client delays requires a new Order and prepayment at current rates, subject to Agency’s availability.

Client approval is required before work is published or launched. Pending approval does not extend the engagement or postpone payment obligations.

Delivery When Client Approval Is Delayed

If Agency has provided work meeting the agreed scope, including any timely requested, included revisions, for review within the agreed schedule, and Client fails to provide required decisions or approval by the applicable deadline, Agency may complete delivery through a final handoff.

The handoff includes the latest completed work, the files or access included in the Order, and brief implementation instructions. Agency may provide these by email, download link, or access to the completed work, identifying the work being closed and any remaining Client actions.

Client agrees that this handoff satisfies Agency’s delivery obligations for the affected work, including implementation, publication, or sending prevented solely by Client’s missing decisions or approval. Client assumes responsibility for the remaining review and implementation. The handoff does not constitute Client approval or authorize Agency to publish or send unapproved work.

For fixed projects, the project is complete when all included work has been delivered normally or closed through this process. For recurring services, this process closes only the affected campaign or deliverable. Other included services continue, and the missed approval does not create a replacement campaign, rollover, credit, or extension.

Additional assistance with closed work requires a new Order and prepayment at current rates, subject to Agency’s availability. Payment and ownership terms continue to apply.

Cancellations & Termination

Client commits to the full project or service term stated in the Order. Any installment plan divides the agreed fee into scheduled payments and does not create a right to cancel individual installments or shorten the commitment.

If Client terminates the engagement early, or the engagement is considered terminated by Client under this Agreement, the unpaid balance for the agreed project or current committed service term becomes immediately due. This accelerates the remaining agreed payments and does not impose an additional termination fee.

This provision does not apply where Client has a legally recognized right to terminate because of Agency’s material breach, and remains subject to any adjustments required by applicable law.

Replacing Agency with another provider for the same contracted work is considered termination by Client. A fixed project may also be considered terminated by Client under the 45-day inactivity provision in “Term.”

Work closed under “Delivery When Client Approval Is Delayed” is considered delivered, not cancelled. Closing an individual campaign or deliverable does not terminate an ongoing service commitment.

Payments already made remain subject to “No Refunds.” Client remains responsible for collection costs as provided in “Fees & Payments.”

Resuming a terminated engagement requires a new Order and prepayment at current rates, subject to Agency’s availability.

Late Payments

Agency may pause work if payment is not received when due, unless a different suspension schedule is stated in the Order or applicable service terms.

Payments remaining unpaid more than seven calendar days after their due date incur a one-time late charge of 3% of the overdue service fees, subject to applicable law. Late charges do not compound.

A pause caused by Client’s nonpayment does not extend the engagement, reserve replacement project dates, or postpone other payment obligations.

For fixed projects, nonpayment continuing for more than 45 days permits Agency to terminate the engagement and accelerate the remaining agreed payments under “Cancellations & Termination.”

Recurring services follow the suspension, default, and collection provisions stated in the Order or applicable service terms.

SOW & Scope Changes

The accepted Order defines the services, deliverables, and scope of the engagement. Agency reserves the right to determine whether a requested change falls outside that agreed scope.

Additional work outside the agreed scope, including new deliverables or changes to previously approved direction or deliverables, requires a new Order and prepayment at current rates, subject to Agency’s availability.

Requests for additional work do not extend the original engagement, scheduled sprint, or approval deadlines unless Agency agrees in writing.

Point of Contact

Client will designate a single point of contact authorized to provide consolidated feedback, make decisions, and approve deliverables on Client’s behalf. Agency may rely on that person’s instructions and approvals.

Client is responsible for coordinating any other stakeholders and providing the information, materials, account access, and access to personnel reasonably required to complete the agreed work.

Feedback

Client’s designated point of contact will provide consolidated feedback and required decisions or approvals within one business day after receiving work for review, unless the Order specifies another deadline.

During a scheduled sprint, Client must be available to review work and provide decisions and approvals within the reserved review period. Sprint deadlines take precedence over the standard one-business-day response period.

Expenses

Third-party expenses, such as software, subscriptions, licenses, plugins, and stock assets, are separate from Agency’s fees unless expressly included in the Order.

Client will pay these expenses directly or reimburse Agency for expenses Client has approved. Approval may be provided in the Order or separately in writing.

Third-Party Platforms

Services may depend on third-party platforms, hosting providers, email services, software, and integrations. These providers operate under their own terms, pricing, policies, and technical requirements.

Agency does not control or guarantee their continued availability or unchanged functionality. Agency is not responsible for interruptions, restrictions, or changes caused solely by those providers.

Client is responsible for maintaining any accounts, subscriptions, licenses, and access expressly assigned to Client in the Order.

Troubleshooting, migration, replacement, or redevelopment resulting from third-party changes is included only to the extent covered by the Order’s maintenance or support scope. Additional work requires a separate Order and payment.

Resources

Agency determines the tools, methods, and allocation of resources used to perform the agreed services, subject to the scope and any specific requirements stated in the Order.

Notices

Client must send cancellations, nonrenewal notices, requests to pause work, and requests to change scope in writing to business@cyentist.com. These notices and requests remain subject to the applicable deadlines, payment obligations, and approval requirements in this Agreement.

Ownership

Upon full payment under the applicable Order, Agency assigns to Client its ownership rights in the final work product identified as Client deliverables, subject to the exclusions below. This includes completed work delivered through “Delivery When Client Approval Is Delayed.”

Deliverables may include non-editable graphics, artwork, and other asset files. Editable design source files, internal working files, drafts, and unused concepts remain Agency’s property and are not included unless expressly stated in the Order.

Agency retains ownership of its pre-existing and reusable tools, templates, and materials. Upon full payment, Client receives a perpetual, nonexclusive license to use and modify any such materials incorporated into the final work product as part of that work product.

Third-party software, platforms, fonts, stock assets, and other licensed materials remain subject to their respective ownership and license terms.

For web and social projects, Client receives the account credentials or administrative access specified in the Order. Agency’s internal accounts and software infrastructure are not transferred unless expressly included.

Intellectual Property & Name Clearance

Client is responsible for the legal availability, clearance, and use of business names, product names, service names, taglines, slogans, domain names, logos, and other brand identifiers supplied, selected, or approved by Client, including those developed or recommended by Agency.

Agency provides creative development and implementation services, not legal advice, trademark searches, clearance opinions, or intellectual property registration services. Client is responsible for obtaining independent legal review and any necessary clearance before authorizing implementation or use.

Any preliminary research, domain availability check, or business-name search performed by Agency is for creative or practical purposes only and does not constitute legal clearance. Agency does not warrant that a proposed identifier is available, registrable, legally protectable, or free from conflicting third-party rights.

Client’s approval authorizes Agency to implement the selected direction. Agency’s development of an identifier, registration of a domain on Client’s behalf, creation of related materials, or publication or launch of a website does not transfer Client’s clearance responsibility to Agency.

Client represents that it has the rights and permissions necessary for Agency to use materials Client supplies or directs Agency to use, including names, logos, text, photographs, and other content. Third-party materials remain subject to their applicable licenses.

A third-party objection or clearance issue concerning a Client-selected or approved identifier does not, by itself, establish that Agency failed to perform the agreed services or entitle Client to a refund, credit, or free replacement work. Renaming, redesign, and replacement of affected materials require a new Order and prepayment at current rates, subject to Agency’s availability. Responsibility for any underlying claim remains subject to “Liability.”

Advertising

For branding and website projects, Agency may include a small, unobtrusive credit in Client’s website footer linking to cyentist.com, such as “Branding and website design by Cyentist.”

For these projects, Client grants Agency permission to showcase completed work and identify Client by name and logo in Agency’s portfolio, website, and other marketing materials.

Agency may also feature Client testimonials on its website and in other marketing materials, as provided in “Client Feedback and Testimonials.”

These permissions continue after the engagement ends and ownership transfers, subject to any confidentiality restrictions agreed to in writing.

Client Feedback and Testimonials

Client grants Agency perpetual, worldwide, nonexclusive permission to use feedback and testimonials Client provides, whether written, verbal, or lawfully recorded, for marketing, promotional, and educational purposes in any format and without compensation.

This permission includes accompanying names, business affiliations, photographs, likenesses, and recordings that Client provides and has authority to authorize for these uses.

Agency may excerpt, format, or edit the material for length and clarity without changing its meaning. These permissions continue after the engagement ends, subject to any confidentiality restrictions agreed to in writing.

Contact Method & Availability

Agency operates Monday through Friday, 9:00 AM to 5:00 PM Eastern Time. Communication is handled through email and scheduled calls. Agency generally responds to messages within one business day.

Text messaging, urgent-response services, and after-hours availability are not included in the services.

Enterprise Positioning Study

The Enterprise Positioning Study includes the working session, written findings and recommendations, and review call described in the Order. Client must provide the requested business information and participate in the scheduled sessions.

The Study provides professional analysis and recommendations based on the information available. It does not include implementation of those recommendations, legal or financial due diligence, or services not expressly included in the Order.

Any implementation work requires a separate Order and payment. Client is not obligated to purchase implementation services from Agency. Any credit toward a subsequent engagement applies only as expressly stated in the Order.

Enterprise Advantage & Implementation Sprints

The Order defines the scope, deliverables, and scheduled sprint for the engagement. Agency may complete research, planning, and production before the sprint. The sprint is the reserved period for reviewing prepared work, making decisions, completing included refinements, and delivering or implementing the agreed work.

Client must provide required information and access before the sprint and remain available for decisions and approvals during it. Client delays do not extend the reserved period or create a right to additional revisions, replacement dates, or continued work without charge.

If missing Client decisions or approvals prevent implementation, Agency may complete the affected work through the final handoff described in “Delivery When Client Approval Is Delayed.”

Work outside the agreed scope or additional sprint time requires a new Order and prepayment at current rates, subject to Agency’s availability. Post-project revisions, maintenance, training, and support are included only if expressly stated in the Order.

Local Customer Marketing System

The Order defines the included signup tools, email campaigns, reviews, maintenance, and support. Additional campaigns, website work, advertising, integrations, or other services require a separate Order and payment.

Client is responsible for providing required business information, account access, offers, and timely approvals. Client must keep Agency informed of changes affecting campaign accuracy and is responsible for honoring the offers and promotions it approves.

The program builds a new, permission-based customer email list through the agreed signup methods. Existing lists are not imported. Purchased, scraped, borrowed, or otherwise unauthorized contact lists are not accepted. Client is responsible for inviting customers to subscribe and using the signup tools provided.

Client approval is required before campaigns are sent. If Client’s missing decisions or approval prevent a scheduled campaign from being sent, Agency may close the affected deliverable under “Delivery When Client Approval Is Delayed.” That closure does not create a replacement campaign, rollover, credit, or extension, or end the ongoing service commitment.

Customer List, Platform Access & Final Handoff

Client owns the customer email list collected for its business through the program. This ownership is not conditioned on completing the service term or paying its full balance. This provision controls over any conflicting provision in “Ownership.”

Agency’s collection and sending systems, platform accounts, software access, automations, and underlying infrastructure are not transferred to Client. The service does not include direct access to Agency’s sending software.

Client’s authorized representative may request a standard export of the customer list. Upon expiration or termination of services under this Agreement, Agency will provide one final export in CSV or another reasonably usable format, including available consent records and unsubscribe status. Export is not conditioned on payment of outstanding fees.

Delivery of the final export completes Agency’s list-handoff obligation. No migration, setup with another provider, training, or continuing assistance is included. After services end, Agency has no obligation to continue hosting signup tools, collecting contacts, sending campaigns, or maintaining the system for Client, except as required by applicable law. Agency is not obligated to reinstate or renew services.

Requesting or receiving an export does not itself terminate the Agreement, shorten the committed term, or waive any amounts owed. Following termination, Client remains responsible for unpaid fees, any remaining payments properly accelerated under “Cancellations & Termination,” and recoverable collection costs. Providing the export does not constitute a settlement or release of those obligations.

Following delivery of the final export, Agency will delete the customer-list data from its active systems, except for records required by applicable law or necessary to honor unsubscribe requests. Client is responsible for downloading and securely retaining the export. Agency will not maintain a client-accessible archive or provide subsequent exports, restoration, or recovery services.

Commitment & Renewal

The initial commitment is 13 months, consisting of one setup month followed by 12 months of ongoing service, beginning on the date stated in the Order. Client commits to the full term. Monthly installments divide the agreed fees into payments and do not create a month-to-month cancellation right.

The program automatically renews for successive 12-month terms unless either party provides written notice of nonrenewal at least 30 calendar days before the current term ends. Client must send notice to business@cyentist.com.

Nonrenewal takes effect at the end of the current term and does not cancel amounts owed for that term. Client’s inactivity, failure to use the services, or sale or closure of the business does not, by itself, release Client from the agreed payment obligations.

Renewal fees and payment arrangements are governed by the accepted Order. Any legally required renewal disclosures, notices, or consent requirements apply.

Payment & Nonpayment

Client must maintain a valid payment card on file and authorize scheduled charges for the fees stated in the Order. Client is responsible for keeping payment information current. A declined charge or withdrawal of payment authorization does not cancel the Agreement or amounts owed.

Agency may suspend services when a payment is three calendar days overdue. Suspension does not extend the service term, postpone future payment dates, or create credits or replacement campaigns.

Payments are applied to the oldest outstanding service fees first. Paying a later installment does not eliminate earlier unpaid amounts or restart the overdue period. Agency may keep services suspended until the account is current.

If an amount remains unpaid for 60 calendar days after its original due date, Agency may terminate services, accelerate the remaining agreed payments under “Cancellations & Termination,” and refer the account for collection. Collection costs are governed by “Fees & Payments.”

If any payment is seven or more calendar days late during a service term, Client is no longer eligible for monthly installments for the next renewal term. Payment for that renewal term is due in full before it begins.

The late charge stated in “Late Payments” continues to apply. This section controls the suspension and nonpayment-termination schedule for the Local Customer Marketing System.

Email Permissions & Compliance

Client must use the agreed signup methods and may not add contacts without their permission or direct Agency to bypass unsubscribe requests.

Client must provide accurate business identification, a valid postal address, and accurate information supporting its offers and advertising claims. Client must promptly forward any unsubscribe request or email complaint received directly so Agency can update the program’s records.

Agency may decline or suspend any campaign or sending activity it reasonably believes violates applicable law, recipient permissions, or platform policies. Client approval does not require Agency to send a noncompliant message.

Each party remains responsible for the legal obligations applicable to its own activities.

No Guarantee of Business Results

Agency provides the services and deliverables specified in the Order. Agency does not guarantee revenue, sales, profitability, customer growth, leads, conversions, search rankings, email deliverability, open rates, or other business or marketing results.

Recommendations, projections, examples, and past results are not promises of future performance. Outcomes depend on factors outside Agency’s control, including Client participation, implementation, market conditions, customer decisions, and third-party platforms.

The absence of a particular business result does not, by itself, establish that Agency failed to perform the agreed services or entitle Client to a refund, credit, or release from payment obligations.

Liability

Client is responsible for the accuracy and lawful use of materials and instructions Client provides to Agency, and for Client’s business decisions and use of the delivered work.

Client Indemnity

Client agrees to indemnify, defend, and hold harmless Agency and its owner, officers, employees, and agents from third-party claims, damages, liabilities, losses, and reasonable attorneys’ fees and defense costs arising out of Agency’s performance of authorized services on Client’s behalf or Client’s publication, implementation, or use of the work.

This includes copyright, trademark, and other intellectual property claims involving Client-provided materials or instructions, and brand identifiers supplied, selected, or approved by Client, including those developed or recommended by Agency. Coverage includes claims against Agency arising from its authorized design, development, registration, publication, or implementation of those identifiers.

These obligations also apply to claims arising from Client’s failure to obtain the legal review, permissions, licenses, or clearance for which Client is responsible under this Agreement.

Defense of Third-Party Claims

Agency shall promptly notify Client of a third-party claim for which it seeks indemnification. Delayed notice relieves Client of its obligations only to the extent the delay materially prejudices the defense.

Upon Agency’s written request, Client shall promptly assume and fund the defense of a covered claim through qualified counsel reasonably acceptable to Agency. Client shall pay reasonable defense fees and expenses as incurred.

If Client fails to provide a timely defense, or a conflict of interest requires separate counsel for Agency, Agency may retain its own counsel, and Client shall pay the reasonable fees and expenses attributable to the covered claim.

Client may not settle a claim in a manner that admits fault by Agency, imposes payment or other obligations on Agency, or fails to fully release Agency without Agency’s prior written consent.

Client’s defense and indemnity obligations survive completion or termination of the Agreement.

Limitation of Agency Liability

The combined total liability of Agency and its owner, officers, employees, and agents to Client arising from this Agreement, whether in contract, negligence, or otherwise, shall not exceed the lesser of the last payment received under the applicable Order before the event giving rise to the claim or $500.

The indemnity and liability protections in this section do not apply to the extent a claim results from the protected party’s fraud, gross negligence, or willful or intentional misconduct, or where the protection is prohibited by applicable law.

Arbitration & Time Limit for Claims

Any controversy or claim arising out of or relating to this Agreement, including its breach or termination, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, including its Expedited Procedures where applicable, before one arbitrator.

The place of arbitration shall be Wayne County, Michigan. Michigan law governs this Agreement, without regard to conflict-of-law principles. The Federal Arbitration Act governs enforcement of this arbitration provision where applicable.

Deadline to Bring a Claim

To the extent permitted by applicable law, either party must commence arbitration within one year after its claim accrues. A claim accrues when the right to bring that claim arises under applicable law. Claims not commenced within that period are barred.

This shortened period does not apply to claims seeking enforcement of defense or indemnity obligations under this Agreement, which remain subject to applicable legal limitation periods, or where applicable law prohibits shortening the time to bring the claim.

Arbitration is commenced when the AAA’s applicable filing requirements are satisfied. Merely sending a complaint or payment demand does not commence arbitration.

Limited Proceedings & Resolution Schedule

The parties agree to resolution through written submissions unless the arbitrator determines that a hearing is necessary for a fair resolution. Any necessary hearing shall be conducted remotely unless the arbitrator determines otherwise.

Discovery shall be limited to relevant, nonprivileged documents. Additional discovery or motions require the arbitrator’s permission upon a showing that they are reasonably necessary. The arbitrator shall consider early resolution of a filing-deadline defense, liability limitation, or other threshold issue where doing so is likely to dispose of or materially narrow the dispute.

Time is of the essence. The parties shall cooperate in promptly appointing the arbitrator. All evidence, written submissions, and any necessary hearing shall be completed within 90 calendar days after the AAA’s filing requirements are satisfied. The arbitrator shall issue a written, reasoned award within 120 calendar days after that date. These scheduling requirements shall be disclosed to prospective arbitrators before appointment.

An extension requires a written finding by the arbitrator that extraordinary circumstances or applicable law require additional time. Any extension shall be limited to the time reasonably necessary and shall establish a specific revised deadline. A party’s request alone does not extend the schedule.

Fees, Expenses & Improper Conduct

The initiating party shall pay the required filing fee, subject to reallocation in the award. The parties shall request through the AAA written confirmation of the arbitrator’s compensation terms and an initial estimate of fees and expenses. An estimate is not a fixed fee or maximum charge.

AAA administrative fees and arbitrator compensation shall be shared equally unless applicable law or the arbitrator’s award provides otherwise. Each party shall bear its own attorneys’ fees, except for collection costs recoverable under “Fees & Payments,” fees awarded for improper conduct under this section, or fees recoverable under applicable law.

Neither party may use arbitration to harass the other party, cause unnecessary delay, or needlessly increase costs. Upon a written finding of bad-faith conduct or deliberate failure to comply with procedural orders, the arbitrator may require the responsible party to reimburse reasonable attorneys’ fees and arbitration expenses directly caused by that conduct, to the extent permitted by applicable law.

Award & Confidentiality

The arbitrator shall apply this Agreement’s liability limitations. Except as required by applicable law, relief shall be limited to monetary damages, and punitive damages, consequential damages, and injunctive relief shall not be available.

The parties shall keep the proceedings and award confidential, except for disclosures reasonably necessary to obtain professional advice or insurance coverage, comply with law, or enforce or challenge the award.

Judgment on the award may be entered in any court having jurisdiction. This section survives completion or termination of the Agreement.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in effect.

Subject to Change

Agency may update these Terms from time to time. The version incorporated into an accepted Order governs that engagement. Changes to an existing Agreement require written agreement by both parties.

Last Updated: October 5, 2026