This Terms of Service agreement ("Agreement") is entered into between USInfynity ("Provider," "we," "us," or "our") and the customer engaging our services ("Customer," "Client," or "you"). By accessing our website or engaging Provider's services, you agree to be bound by this Agreement.
1. Definitions
"Proprietary Information" means confidential data including know-how, methodologies, campaign strategy, and technical documentation belonging to a party, in any format. "Costs" means reasonable expenses incurred by Provider in the course of performing the Services. "Parties" refers to Provider and Customer, together with their permitted successors and assigns. "Services" or "Scope of Work" means the email marketing, affiliate campaign management, lead generation, mobile/SMS marketing, mobile app development, web/backend development, cloud & DevOps, or API integration activities detailed in a signed proposal or statement of work ("Exhibit A"). "Service Fees" means the amounts payable for the Services as set out in Exhibit A.
2. Services
Provider will perform the Services described in Exhibit A subject to Customer's timely payment of all applicable fees. The Services are for the sole use inside Customer's own organization and may not be shared with, resold to, or used on behalf of any third party without Provider's prior written approval.
Customer agrees to comply with all applicable federal, state, and local laws regarding data practices, consumer privacy, and electronic marketing (including CAN-SPAM and comparable regulations) in connection with its use of the Services. Customer may not use the Services to infringe any third party's rights, violate any law, or engage in defamatory, fraudulent, or deceptive conduct.
Provider acts as an independent contractor in performing the Services and retains full authority over the methods, personnel, and resources used to deliver them.
3. Consulting Fees & Invoices
Provider will submit invoices for Service Fees at the intervals agreed in Exhibit A. All amounts are payable in U.S. Dollars unless otherwise agreed in writing.
4. Consideration
Customer agrees to pay all Provider Costs plus the Service Fees set out in Exhibit A, typically due on a monthly billing cycle. Payments not received within the agreed period will incur a late charge equivalent to five percent (5%) of the outstanding balance, subject to applicable legal limits. An account that remains thirty (30) days past due may result in suspension of Services and constitutes a default under this Agreement, and Provider may pursue collection of amounts owed, including reasonable collection costs.
5. Records
Customer will maintain full, complete, and accurate books and records regarding its activities under this Agreement for the duration of the engagement and for a reasonable period thereafter.
6. Term; Termination
This Agreement begins on the effective date stated in Exhibit A and continues for an initial term of twelve (12) months, automatically renewing thereafter for successive one-month terms unless either party gives fourteen (14) calendar days' written notice of non-renewal.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice. Provider may terminate for a payment breach that remains uncured ten (10) days after written notice.
Upon expiration or termination, Customer remains responsible for payment for all Services performed and deliverables provided prior to the effective date of termination.
7. Use & Training
Customer will restrict use of the Services to its own personnel who have been properly trained on the applicable systems, platforms, and account access provided by Provider.
8. Third-Party Use
Where the Services or deliverables permit access by Customer's own end users, Customer must require those end users to agree to terms with obligations at least as protective as those in this Agreement. Customer remains fully liable for any end user's violation of such terms.
9. Proprietary Information
All Proprietary Information disclosed by either party remains the sole property of the disclosing party. Neither party may dismantle, decompile, or reverse engineer the other's Proprietary Information, or disclose it to any third party without prior written consent. Both parties will take reasonable steps, consistent with industry best practices, to protect the confidentiality and security of Proprietary Information they receive.
10. Supplier Warranties & Disclaimers
Provider warrants that it will assign qualified personnel and maintain sufficient resources to deliver the Services in a professional and timely manner consistent with industry standards. Except as expressly stated in this Agreement, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider disclaims liability for errors or omissions except where caused by Provider's gross negligence or willful misconduct.
11. Supplier's Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY LOSS OF PROFIT OR REVENUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Provider's total liability under this Agreement will not exceed the Service Fees paid by Customer in the three (3) months preceding the claim.
12. Client's Indemnification
Each party agrees to indemnify, defend, and hold the other harmless from and against any third-party claims, damages, or costs arising from that party's misuse of the Services or deliverables, or breach of this Agreement.
13. General Provisions
Neither party may use the other's trademarks, service marks, copyrighted material, logos, names, or other proprietary designations without prior written consent, except that Provider may reference completed, non-confidential engagements in its portfolio and marketing materials unless Customer requests otherwise in writing.
This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or agreements on the subject matter. Modifications require a written amendment signed by both parties. If any provision is held unenforceable, the remaining provisions continue in full force. Sections intended to survive termination (including Sections 9, 10, 11, and 12) will do so. Copies executed and delivered electronically are binding.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles, and any disputes will be resolved in the state or federal courts located in San Francisco County, California. Neither party is an agent or partner of the other. Neither party is liable for delays arising from causes beyond its reasonable control. Customer may not assign this Agreement without Provider's prior written consent. Notices must be delivered by registered mail, certified mail, or a reputable overnight courier to the addresses specified by the parties.
14. Performance Guarantee
Where Exhibit A includes a "Performance Guarantee," Provider will work to ensure Customer satisfaction with agreed performance metrics after the initial paid term. If those metrics are not met, Provider will continue delivering the Services without charge for up to three (3) additional months while working to improve results, provided Customer has not modified the relevant campaigns or platforms, diverted advertising spend, or engaged a competing provider during that period, any of which will void the guarantee.
Exhibit A
The specific Services, deliverables, pricing, and permitted use are set out in the applicable signed proposal or statement of work referenced as "Exhibit A" to this Agreement. Customer may use the Services solely for the business purposes specified in that document.
Contact Us
Questions about this Agreement can be directed to:
USInfynity
221 Market Street, Suite 400
San Francisco, CA 94105
info@usinfynity.com
Last edited: September 18, 2026
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