STANDARD TERMS AND CONDITIONS OF SALE
MYSOURCE DIGITAL MARKETING LLC
CLIENT TERMS PACKET (CONSOLIDATED)
Effective Date: December 25, 2025
Company: MYSOURCE DIGITAL MARKETING LLC (“MySource,” “we,” “us,” “our”)
Address: 1001 S Main St Ste. 500, Kalispell, MT 59901
Email: services@mysourcedigitalmarketing.com
Phone: 844 454 5678
This Client Terms Packet is comprised of the exhibits listed below and is incorporated into every proposal, Statement of Work (“SOW”), order form, and invoice issued by MySource (each an “Order”), unless MySource expressly agrees otherwise in a writing signed by MySource.
Exhibit A: Terms of Service (TOS)
Exhibit B: Payment Terms & Billing Policy
Exhibit C: Marketing Services Addendum
Exhibit D: Statement of Work (SOW) / Order Form (Signature Page + Scope)
Order of precedence (conflicts): (1) a separately signed master agreement (if any), then (2) Exhibit D (SOW/Order Form), then (3) Exhibits A–C.
Digital Execution (MySource). The parties agree that Orders, approvals, and signatures may be executed digitally using Third Parties Tools (including Odoo Sign) and delivered to Client via email. Electronic signatures, electronic records, and emailed notices under this Packet are intended to be legally binding to the maximum extent permitted by applicable law.
EXHIBIT A — TERMS OF SERVICE (TOS)
1) Applicability; Client Terms Rejected
1.1 These TOS apply to all Orders.
1.2 The Client explicitly waives and rejects its own standard terms (including purchase order/procurement/vendor terms), even if issued after these TOS, unless MySource agrees in advance in writing signed by an authorized MySource representative.
2) Orders; Scope; Changes
2.1 An Order is accepted when MySource begins work, issues an invoice, or both parties execute an Order via Odoo Sign (or other written acceptance in MySource/email).
2.2 Any work outside the agreed scope requires written change approval and may include additional fees and timeline adjustments.
3) Client Responsibilities
3.1 Client will provide accurate information, timely approvals, and access to necessary accounts/systems (website, analytics, ad accounts, CRM, email tools) to enable performance.
3.2 Client warrants it has the right to provide all materials and that approvals/instructions are authorized.
4) Best Efforts; No Guaranteed Results
4.1 MySource will use commercially reasonable efforts to perform Services professionally and within agreed timeframes.
4.2 Client acknowledges marketing outcomes are not guaranteed and depend on factors beyond MySource’s control (platform changes/policies, market conditions, competition, budget, seasonality, Client pricing/operations, ad approvals, website performance, and sales follow-up).
5) Third-Party Platforms; Tools; Advertising Spend
5.1 Unless stated otherwise, Client is responsible for third-party costs (ad spend, hosting, domains, SaaS tools, plugins, stock media).
5.2 MySource is not liable for third-party outages, policy actions, suspensions, pricing changes, or platform decisions.
6) Approvals; Revisions; Acceptance
6.1 Client must approve or request changes within the time frame stated in the Order. Delays may extend timelines and affect performance.
6.2 Deliverables are deemed accepted upon the earlier of: (a) written acceptance in MySource/email, (b) publication/use, or (c) ten (10) calendar days after delivery with no written rejection specifying material nonconformity.
7) Intellectual Property
7.1 Client retains ownership of its pre-existing materials and grants MySource a limited license to use them to perform Services.
7.2 MySource retains ownership of its pre-existing templates, processes, know-how, tools, scripts, and methodologies.
7.3 Upon full payment, Client receives the rights described in the Order for final deliverables created specifically for Client. Drafts/working files/source files are included only if expressly stated.
8) Confidentiality
Each party agrees to protect the other party’s non-public, confidential, or proprietary information and to use such information solely as necessary to perform or receive the Services.
Without limitation, MySource Digital Marketing LLC acknowledges that during this engagement it may have access to or become acquainted with the Client’s trade secrets, inventions, innovations, processes, information, records, data, specifications, strategies, customer information, and business operations, whether owned or licensed by the Client.
Confidential information shall not be disclosed to any third party except as required by law or with the disclosing party’s prior written consent. These confidentiality obligations survive termination of the Services.
9) Claims & Dispute Notice (MySource/ Email Notice Requirement)
9.1 How to Notify. To be considered, Client must notify MySource of any claim, dispute, or alleged nonconformity by sending written notice to services@mysourcedigitalmarketing.com (and/or through the MySource portal/message thread tied to the Order), describing the issue in reasonable detail and including relevant supporting information (screenshots, URLs, examples, dates).
9.2 Timing. Client must provide notice within eight (8) calendar days of the delivery of the goods or provision of the Services giving rise to the claim (or, for ongoing services, within eight (8) calendar days of discovery).
9.3 Opportunity to Cure. MySource must be given a reasonable opportunity to investigate and, if applicable, cure within a reasonable timeframe before Client escalates the matter to a third party.
9.4 Undisputed Payments. Any undisputed amounts remain due under Exhibit B while a dispute is being reviewed.
10) Suspension; Termination
10.1 MySource may suspend Services for late payment per Exhibit B.
10.2 Either party may terminate for material breach if not cured within ten (10) business days of written notice (unless an Order states otherwise).
10.3 Upon termination, Client remains responsible for fees incurred, committed minimums (if any), and non-cancelable third-party costs.
10.4 Client Termination; 30-Day Written Notice.
Due to the nature of the Services provided, Client must provide no less than thirty (30) days’ written notice to terminate recurring Services for convenience. Services and monthly fees will continue during the thirty (30) day notice period. At the conclusion of the notice period, Services and fees will cease. No refunds shall be provided during or after the termination notice period.
11) Warranties; Disclaimers
11.1 MySource warrants Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
11.2 Except as stated above, MySource disclaims all other warranties, express or implied, including any warranty of results.
12) Limitation of Liability
12.1 To the maximum extent permitted by law, MySource’s total liability arising out of or relating to an Order shall not exceed the fees paid by Client to MySource under the applicable Order in the three (3) months preceding the event giving rise to the claim (or total Order fees if shorter).
12.2 MySource is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, lost revenue, loss of data, or business interruption).
13) Indemnification
13.1 Client shall indemnify and hold harmless MySource from claims arising out of Client materials/content, Client products/services, Client legal compliance, or Client misuse of deliverables.
13.2 MySource shall indemnify Client from third-party claims that MySource deliverables infringe IP rights, provided Client promptly notifies MySource and allows MySource control of the defense.
14) Governing Law; Venue (Montana)
These TOS and all Orders are governed by the laws of the State of Montana and applicable federal law, without regard to conflict-of-law rules. Exclusive venue and jurisdiction shall lie in the state courts located in Flathead County, Montana or the United States District Court for the District of Montana, as applicable, unless MySource elects another venue where Client is located for collection of unpaid amounts.
15) Miscellaneous
15.1 These TOS plus the applicable Order constitute the entire agreement for that engagement.
15.2 Severability applies; if one provision is unenforceable, the remainder remains effective.
15.3 Client may not assign without MySource’s written consent.
15.4 Electronic signatures/counterparts are valid.
EXHIBIT B — PAYMENT TERMS & BILLING POLICY
1) Invoicing & Due Dates
1.1 Standard Terms. Invoices are payable within twenty-one (21) working days of the invoice date unless a different timeframe is stated on the invoice or Order.
1.2 Recurring Services. Monthly retainers are billed in advance, unless otherwise stated in the Order.
1.3 Setup / Onboarding Fees. Due upon signing and payable before onboarding begins unless otherwise agreed in writing.
1.4 Project Fees. Billed per milestone/deposit schedule stated in the Order.
2) Late Payments; Interest; Suspension
2.1 Late Interest (Fixed). If payment is not received by the due date, MySource may request a fixed interest payment amounting to ten percent (10%) of the sum remaining due, unless a lower maximum is required by applicable law.
2.2 Suspension Without Prior Warning. MySource may suspend Services without prior warning for late payment. Timelines and performance expectations are paused during suspension.
2.3 Restart Fee (If Needed). If extended suspension requires re-setup work, MySource may charge a reasonable restart fee quoted in writing.
3) Collections After 60 Days
If payment remains outstanding more than sixty (60) days after the due date, MySource may use a collection agency or legal counsel. Client agrees to pay reasonable collection costs, including attorneys’ fees and court costs, to the extent permitted by law.
4) No Setoff; Disputed Amounts
4.1 Client may not withhold, offset, or reduce payments except as required by law.
4.2 Disputes must be raised in writing (email to services@mysourcedigitalmarketing.com and/or Odoo portal message) within eight (8) days of invoice receipt, identifying the disputed line items and reasons. Undisputed amounts remain due on schedule.
5) Taxes; Withholding; International Payments
5.1 Client is responsible for applicable taxes excluding taxes on MySource’s net income.
5.2 If withholding at source applies, Client remains responsible for paying MySource the full invoice amount and shall provide official documentation evidencing withholding remitted to authorities.
6) Third-Party Costs
Ad spend, platform fees, hosting, domains, and third-party tools are excluded unless explicitly stated in the Order. Client pays vendors directly unless the Order states MySource will bill/rebill.
7) Chargebacks & Reversals
Chargebacks or payment reversals are treated as non-payment. MySource may suspend Services while the dispute is pending. Client remains responsible for any fees charged to MySource by banks/processors.
8) Governing Law (Montana)
These Payment Terms are governed by Montana law and applicable federal law.
9) Automatic Payment Notice (Effective January 2026)
MySource Digital Marketing now requires automatic payments for all clients due to a system update using the Stripe platform. Your payment method is securely stored with Stripe, and we will contact you to verify your card details. Thank you for your business—please reach out with any questions.
EXHIBIT C — MARKETING SERVICES ADDENDUM
1) Platforms; Policy Enforcement
Client acknowledges platforms (Google, Meta, etc.) may disapprove ads, restrict targeting, suspend accounts, or enforce policies at their sole discretion. MySource is not responsible for platform enforcement actions outside MySource’s control.
2) Ad Spend & Third-Party Tools
Unless stated otherwise, Client funds ad spend and third-party tools directly. Ad spend is not refundable by MySource and is subject to platform rules.
3) Compliance; Claims; Regulated Industries
Client warrants all claims, offers, testimonials, and product/service representations are truthful and compliant with applicable laws and industry rules (including regulated categories such as health, cannabis, financial, legal, housing, or employment advertising). MySource may refuse to publish content reasonably believed to be misleading, unlawful, or high-risk.
4) Tracking & Attribution Limitations
Client acknowledges attribution is inherently imperfect due to privacy restrictions, cookie limitations, ad blockers, and platform reporting differences. Client sales processes (call handling, CRM usage, follow-up) materially impact outcomes.
5) Reviews & Reputation (If Included)
Platforms control review visibility and moderation. MySource cannot guarantee review removal, prevention of negative reviews, or platform restoration of removed reviews.
6) Portfolio Use (Optional Default)
Unless Client opts out in writing before publication, Client grants MySource permission to display non-confidential work product and general case-study results (with sensitive information removed) for portfolio/marketing purposes.