Epic Nine LLC
By checking the acceptance box in the associated service agreement, you (“Client”) acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this Master Services Agreement (“Agreement”). This Agreement governs all services provided by Epic Nine LLC, a Tennessee corporation (“Epic Nine”), to Client and supersedes any conflicting terms in other documents.
This Agreement becomes effective upon Client’s electronic acceptance and remains in effect for all services provided by Epic Nine to Client, including any future services, amendments, change orders, or statements of work.
WHEREAS, Epic Nine is a marketing and advertising services firm offering comprehensive marketing and advertising expertise to clients; and
WHEREAS, Client desires to utilize Epic Nine’s services and expertise pursuant to the terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, Epic Nine and Client agree as follows:
Epic Nine provides the following services at the specified hourly rates, unless otherwise agreed to in writing through a separate statement of work or change order:
Web Development: Creation, modification, and maintenance of websites and web applications. This includes front-end development (HTML, CSS, JavaScript), back-end development, database integration, content management system implementation, e-commerce functionality, responsive design, and website optimization.
Graphic Design: Creation of visual content for digital and print media. This includes logo design, brand identity development, marketing materials, social media graphics, infographics, brochures, business cards, signage, email design, and other visual communication materials.
Print Services: Design and coordination of printed materials including business cards, brochures, flyers, banners, promotional materials, and other physical marketing collateral. This includes print-ready file preparation and vendor coordination.
Promotional Items: Sourcing, design, and coordination of branded promotional products and merchandise. This includes product selection, custom design application, vendor management, quality control, and delivery coordination.
Social Media Management: Development and execution of social media strategies across various platforms. This includes content creation, posting schedules, community management, social media advertising, analytics reporting, and platform optimization.
Audio Production: Creation and editing of audio content including podcasts, voice-overs, jingles, sound effects, and audio for video content. This includes recording, editing, mixing, mastering, and audio post-production services.
Video Production: Comprehensive video content creation including concept development, scripting, filming, editing, motion graphics, color correction, audio synchronization, and final production. This encompasses promotional videos, training content, social media videos, and commercial productions.
Consultation: Strategic advisory services including marketing strategy development, business analysis, competitive research, market positioning, campaign planning, performance analysis, and expert guidance on marketing initiatives and business growth strategies. Time is billed for meetings as well as research and preparation.
AI Implementation and Automation: Epic Nine provides artificial intelligence implementation and business process automation services designed to enhance operational efficiency, improve decision-making capabilities, and streamline marketing and business processes through the strategic deployment of AI technologies and automated systems. Clients may incur additional charges for automation or AI usage. Any additional charges will be clearly outlined in a separate agreement.
Web Hosting: Provision of server space, bandwidth, and technical infrastructure necessary to make Client’s website accessible on the internet. This includes server maintenance, security monitoring, backup services, uptime monitoring, and technical support related to hosting infrastructure. Additional terms regarding web hosting are below. Web hosting has different tiers with varying levels of service in each one that are defined in a separate web hosting agreement.
Fixed Rate Agreements: Any of the services listed in Standard Hourly Services or Premium Hourly Services may have a fixed rate that is agreed upon in a separate agreement. If the estimated or allotted hours in that agreement are exceeded while working on that project, then the applicable hourly rates will be applied to any overages.
Subscription refers to any recurring or ongoing service provided by Epic Nine, which continues month-to-month or on another agreed interval until modified or terminated in accordance with this Agreement. Subscriptions may include, but are not limited to, services such as social media management, digital advertising management and ad spend, website hosting, email marketing, and other retainer-based or continuous marketing services.
Subscription services may have fixed or variable pricing depending on scope, platform costs, or advertising budgets. All Subscription services are subject to Epic Nine’s standard billing practices, and modifications require a formally executed change order and may be subject to a waiting period before changes take effect (defined in sections below.)
All services are subject to Epic Nine’s current hourly rates at the time services are performed. Epic Nine reserves the right to discount, waive, or charge flat rates for services on a case-by-case basis at Epic Nine’s sole discretion. Clients may request current rates at any time and agree to pay applicable rates regardless of their knowledge of current pricing.
Basic AI tools (content generation, automation, etc) can be included in standard service rates. Comprehensive AI implementation projects (strategy development, custom model integration, complex automation setup,etc) are billed separately at our premium hourly rate.
Services outside of executed statements of work or change orders will be billed at the applicable hourly rate. Time is tracked in minimum increments of 15 minutes, with partial increments rounded up to the nearest quarter hour.
Epic Nine provides web hosting services through strategic partnerships with premium hosting providers, including but not limited to Flywheel and WP Engine (“Hosting Partners”). Web hosting services encompass the provision of server space, bandwidth, and technical infrastructure necessary to make Client’s website accessible on the internet through Epic Nine’s managed hosting environment.
Epic Nine’s web hosting services include server maintenance coordination, security monitoring oversight, backup service management, uptime monitoring, and technical support related to hosting infrastructure. Epic Nine acts as the primary point of contact for all hosting-related matters and coordinates directly with Hosting Partners to ensure optimal website performance and security.
Hosting services may include but are not limited to: server configuration and optimization, content delivery network (CDN) implementation, SSL certificate installation and management, database optimization, caching configuration, malware scanning and removal, software updates and patches, performance monitoring, and technical troubleshooting.
Client acknowledges and agrees that Epic Nine utilizes third-party hosting providers to deliver hosting services. Epic Nine maintains service agreements with reputable hosting companies but does not own or directly control the physical hosting infrastructure. All hosting services are subject to the terms, conditions, and service level agreements of the underlying Hosting Partners.
Downtime and Service Interruptions: Epic Nine shall not be liable for any website downtime, service interruptions, data loss, or performance issues that result from actions, omissions, or failures of third-party Hosting Partners. This includes but is not limited to server failures, network outages, security breaches at the hosting provider level, maintenance windows, or any other hosting infrastructure issues beyond Epic Nine’s direct control.
Force Majeure: Epic Nine is not responsible for hosting service disruptions caused by circumstances beyond its reasonable control, including but not limited to natural disasters, power outages, internet service provider failures, cyber attacks, government actions, or other force majeure events affecting Hosting Partners.
Service Level Agreements: While Epic Nine strives to maintain optimal website uptime and performance, no specific uptime guarantees are provided unless explicitly stated in a separate Service Level Agreement. Any uptime commitments are subject to the capabilities and limitations of the underlying Hosting Partners.
Data Backup and Recovery: Epic Nine hosts up to 30 backups of any given website. Typically these backups are accrued once per day, but some situations may warrant more than one in a given day. If a version of the website that goes beyond those 30 days is not available, Epic Nine cannot be held liable for any losses associated with the availability of an unavailable backup. Epic Nine makes no guarantees regarding data recovery and strongly recommends Client maintain separate backup procedures.
When Epic Nine purchases domain names on behalf of Client through Epic Nine’s registrar accounts, Epic Nine initially holds legal ownership and administrative control of such domains. This arrangement facilitates streamlined management and ensures continuity of services during the active service relationship.
Ownership Transfer Conditions: Epic Nine will transfer full ownership and administrative control of domains purchased on Client’s behalf to Client or Client’s designated registrar account, provided that: (1) all outstanding invoices and fees related to the domain and associated services have been paid in full; (2) Client provides written request for domain transfer; (3) Client provides valid registrar account information for the transfer; and (4) no material breach of this Agreement exists.
Transfer Process: Domain ownership transfers typically require 5-10 business days to complete and may involve registrar-specific procedures and fees. Client is responsible for any transfer fees charged by receiving registrars. Epic Nine will provide necessary authorization codes and administrative cooperation to facilitate legitimate transfers.
Renewal and Maintenance: While Epic Nine holds domain ownership, Epic Nine will coordinate domain renewals and maintain current registration information. Domain renewal costs will be billed to Client according to standard billing procedures. Client is responsible for providing accurate contact information for domain registration records.
When Client retains ownership of domains through their own registrar accounts, Epic Nine provides domain management services that include DNS configuration, subdomain setup, email routing configuration, and technical coordination with hosting infrastructure.
Administrative Access: Client must provide Epic Nine with necessary administrative access to domain management interfaces to perform requested services. This may include registrar account access, DNS management credentials, or delegation of specific administrative privileges.
Responsibility Limitations: For Client-owned domains, Epic Nine’s responsibility is limited to services explicitly requested and authorized by Client. Epic Nine is not responsible for domain renewal notifications, registration maintenance, or registrar-related issues for Client-owned domains.
Third-Party Registrar Issues: Epic Nine shall not be liable for any issues, outages, or problems arising from Client’s chosen domain registrar, including but not limited to registrar service interruptions, policy changes, or administrative complications.
Trademark and Legal Issues: Client represents and warrants that all domains used in connection with Epic Nine’s services do not infringe upon any third-party trademarks, copyrights, or other intellectual property rights. Client agrees to indemnify and hold Epic Nine harmless from any claims, damages, or legal actions arising from domain name disputes or intellectual property violations.
Domain Expiration: While Epic Nine will make reasonable efforts to monitor domain expiration dates for domains under its management, Client remains ultimately responsible for ensuring timely domain renewals. Epic Nine shall not be liable for any damages resulting from domain expiration, including but not limited to website downtime, email service interruption, or loss of domain ownership.
DNS and Configuration: Epic Nine will configure domain settings according to Client’s requirements and industry best practices. However, Epic Nine makes no warranties regarding the performance or compatibility of specific DNS configurations with third-party services or applications not directly managed by Epic Nine.
Upon termination of this Agreement, Epic Nine will cooperate with Client to transfer control of all domains purchased on Client’s behalf, subject to full payment of outstanding obligations. For Client-owned domains, Client is responsible for removing Epic Nine’s administrative access.
Client acknowledges that failure to complete domain transfers within thirty (30) days of Agreement termination may result in additional administrative fees, registration fees, and potential complications with domain management continuity.
Epic Nine implements security best practices in coordination with Hosting Partners, including SSL certificate management, regular security updates, and malware monitoring. However, Client remains responsible for maintaining secure passwords and following security guidelines provided by Epic Nine.
Epic Nine may implement various performance optimization techniques including caching, content delivery networks, and database optimization. While these measures typically improve website performance, Epic Nine makes no specific performance guarantees and reserves the right to modify optimization strategies based on technical requirements and Hosting Partner capabilities.
Epic Nine will coordinate website migration to its managed hosting environment, including file transfers, database migration, and DNS configuration. While Epic Nine takes reasonable precautions during migration processes, Client is strongly advised to maintain complete backups before any migration activities commence.
This comprehensive hosting definition provides clear boundaries of responsibility while protecting Epic Nine from liability issues beyond its control, particularly those related to third-party hosting infrastructure and domain management complexities.
Technical SEO Implementation: Epic Nine’s standard design and development services include basic technical on-site SEO implementation, which may encompass meta tag optimization, header structure implementation, URL optimization, basic schema markup, image alt text optimization, site speed optimization techniques, mobile responsiveness optimization, and other fundamental technical SEO elements. These technical implementations are designed to provide a foundation for search engine visibility but do not constitute a guarantee of search engine rankings, traffic increases, or specific performance outcomes.
No Ranking Guarantees: Client expressly acknowledges and agrees that Epic Nine makes no representations, warranties, or guarantees regarding search engine rankings, organic traffic increases, keyword positioning, search visibility improvements, or any other SEO-related performance metrics. Search engine algorithms are proprietary, constantly evolving, and subject to frequent changes that are beyond Epic Nine’s control. Factors affecting search engine rankings include but are not limited to competitor activities, algorithm updates, content quality, domain authority, backlink profiles, user behavior signals, and numerous other variables that Epic Nine cannot control or predict.
SEO Results Disclaimer: Client understands that SEO results are inherently unpredictable and may vary significantly based on industry competition, geographic targeting, keyword difficulty, website history, and market conditions. Epic Nine’s technical SEO implementations represent industry best practices at the time of implementation but cannot guarantee specific outcomes or protect against potential ranking decreases that may occur due to algorithm changes, competitive pressures, or other external factors.
Liability Limitation for SEO Services: Epic Nine shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from or related to SEO services, including but not limited to loss of rankings, decreased organic traffic, lost revenue, missed business opportunities, competitive disadvantages, or any other damages allegedly resulting from SEO implementation or performance. This limitation applies regardless of whether such damages were foreseeable or Epic Nine was advised of the possibility of such damages.
Basic ADA Compliance Implementation: Epic Nine’s standard design and development services include basic accessibility compliance measures designed to improve website usability for individuals with disabilities. These basic measures may include but are not limited to color contrast optimization, keyboard navigation functionality, alt text implementation for images, proper heading structure, form labeling, and other fundamental accessibility improvements. These implementations represent Epic Nine’s good faith effort to incorporate accessibility best practices but do not constitute a comprehensive ADA compliance audit or guarantee full compliance with the Americans with Disabilities Act, Section 508, WCAG guidelines, or any other accessibility standards or regulations.
Limited Scope of Basic Services: Client acknowledges that basic ADA compliance measures included in standard services are not equivalent to a comprehensive accessibility audit and do not ensure full compliance with all applicable accessibility laws, regulations, or guidelines. Basic accessibility implementations are intended to improve general usability but may not address all potential accessibility barriers or meet the specific needs of all users with disabilities.
Comprehensive ADA Audit Services: Epic Nine offers comprehensive ADA compliance audits and remediation services as separate, additional services subject to separate agreements and pricing. Even when Client engages Epic Nine for comprehensive ADA audit services, Epic Nine makes no guarantee that such services will ensure complete compliance with all applicable accessibility laws or prevent all potential accessibility-related claims or litigation.
ADA Compliance Disclaimer: Client understands that ADA compliance requirements are complex, evolving, and subject to interpretation by courts and regulatory agencies. Accessibility standards including WCAG guidelines are regularly updated, and compliance requirements may vary based on business type, size, industry, and jurisdiction. Epic Nine’s accessibility implementations, whether basic or comprehensive, represent efforts to improve accessibility based on current understanding of best practices but cannot guarantee protection against all potential ADA-related claims or legal actions.
No Legal Compliance Guarantee: Epic Nine expressly disclaims any warranty or guarantee that its accessibility services will ensure full compliance with the Americans with Disabilities Act, Section 508, WCAG guidelines, state accessibility laws, or any other accessibility-related legal requirements. Client acknowledges that ultimate responsibility for ADA compliance rests with Client and that Epic Nine’s services are intended to assist with accessibility improvements rather than provide legal compliance assurance.
Production Services and Creative Process
Epic Nine provides comprehensive video production services including concept development, scriptwriting, pre-production planning, filming, post-production editing, motion graphics creation, color correction, audio synchronization, and final video delivery. Video production encompasses promotional videos, training content, social media videos, commercial productions, testimonial videos, event coverage, and other video content creation. Production services may involve on-location filming, studio work, or remote production coordination depending on project requirements and scope.
Creative Collaboration and Vision Development
Video production involves collaborative creative processes that require client input, feedback, and approval at various stages including concept development, script approval, filming coordination, and post-production review. Epic Nine will work closely with Client to develop video content that aligns with project objectives and brand requirements, but final creative outcomes depend on effective collaboration, timely feedback, and clear communication throughout the production process.
Production Variables and External Factors
Video production quality and outcomes may be affected by numerous variables including weather conditions for outdoor filming, location availability and restrictions, talent performance and availability, equipment functionality, lighting conditions, audio environment factors, and other circumstances that may be beyond Epic Nine’s direct control. Epic Nine will implement contingency planning and professional production techniques to minimize risks, but cannot guarantee protection against all potential production challenges.
Technical Specifications and Delivery Formats
Epic Nine delivers final video content in formats appropriate for intended distribution channels, which may include various resolutions, aspect ratios, compression settings, and file formats optimized for web, social media, broadcast, or other specified uses. Client is responsible for specifying technical requirements, distribution needs, and format preferences during project planning. Epic Nine is not responsible for reformatting or recreating video content for uses not specified in the original project scope.
Talent and Location Coordination
When video production involves talent, locations, or third-party services, Epic Nine will coordinate these elements but is not responsible for talent performance issues, location access problems, permit requirements, or other third-party coordination challenges that may affect production schedules or outcomes. Client may be responsible for securing necessary permissions, releases, or permits depending on production requirements.
Post-Production Timeline and Revision Process
Video post-production involves complex technical processes including editing, color correction, audio mixing, and rendering that require significant time and computational resources. Post-production timelines are estimates based on project complexity and may vary due to revision requests, technical challenges, or rendering requirements. Epic Nine will accommodate reasonable revision requests but extensive changes may require additional time and costs beyond original project scope.
Platform Management and Content Strategy
Epic Nine provides social media management services across various platforms including but not limited to Facebook, Instagram, X (formerly known as Twitter), LinkedIn, TikTok, YouTube, and other relevant social media channels. Services include content strategy development, content creation and curation, posting schedule management, community engagement, social media advertising coordination, analytics monitoring, and performance reporting. Social media management involves ongoing content development and platform optimization based on audience engagement and platform algorithm changes.
Platform Algorithm and Policy Dependencies
Social media platforms operate using proprietary algorithms and policies that change frequently and are beyond Epic Nine’s control. Content reach, engagement rates, and overall social media performance are significantly influenced by platform algorithms, user behavior patterns, competitive factors, and platform policy changes that Epic Nine cannot predict or control. Epic Nine will adapt strategies based on platform changes and best practices, but cannot guarantee specific reach, engagement, or performance metrics.
Content Performance and Engagement Variables
Social media content performance depends on numerous factors including audience preferences, posting timing, content quality, platform algorithms, competitive landscape, trending topics, and user behavior patterns that are inherently unpredictable and beyond Epic Nine’s direct control. Epic Nine will create content designed to engage target audiences and follow platform best practices, but cannot guarantee specific engagement rates, follower growth, or viral content performance.
Third-Party Platform Limitations
Social media management services are subject to the terms, conditions, and operational limitations of third-party social media platforms. Epic Nine is not responsible for platform outages, policy changes, account restrictions, content removal, or other platform-related issues that may affect social media performance or accessibility. Client acknowledges that social media platforms may change features, policies, or availability without notice.
Content Approval and Brand Compliance
Epic Nine will develop social media content in accordance with Client’s brand guidelines and approval processes. Client is responsible for providing clear brand guidelines, content approval procedures, and timely feedback on proposed content. Epic Nine is not responsible for brand compliance issues that arise from unclear guidelines, delayed approvals, or changes in brand direction that occur after content publication.
Community Management and Response Protocols
Social media management may include community management services such as responding to comments, messages, and mentions. Epic Nine will follow Client-provided response protocols and brand voice guidelines, but Client remains ultimately responsible for customer service issues, complaint resolution, and crisis management that may arise through social media channels. Epic Nine will coordinate with Client on significant issues but cannot guarantee resolution of all customer service or reputation management challenges.
Audio Creation and Post-Production Services
Epic Nine provides comprehensive audio production services including podcast production, voice-over recording, jingle creation, sound effect development, audio editing, mixing, mastering, and audio post-production for video content. Audio production services encompass concept development, script coordination, talent direction, recording session management, technical editing, audio enhancement, and final audio delivery in appropriate formats for intended distribution channels.
Recording Quality and Environmental Factors
Audio recording quality may be affected by environmental factors including ambient noise, acoustic properties of recording spaces, equipment limitations, and external sound interference that may be beyond Epic Nine’s direct control. Epic Nine will implement professional recording techniques and noise reduction measures to optimize audio quality, but cannot guarantee perfect recording conditions or elimination of all environmental audio challenges.
Talent Performance and Direction
When audio production involves voice talent or other performers, Epic Nine will provide professional direction and coordination, but final audio quality depends significantly on talent performance, delivery consistency, and collaboration effectiveness. Epic Nine is not responsible for talent performance issues, scheduling conflicts, or other talent-related challenges that may affect production timelines or audio quality outcomes.
Technical Specifications and Format Delivery
Epic Nine delivers final audio content in formats appropriate for intended use, including various bit rates, sample rates, file formats, and compression settings optimized for podcasting, streaming, broadcast, or other specified applications. Client is responsible for specifying technical requirements, distribution needs, and format preferences during project planning. Epic Nine is not responsible for reformatting or recreating audio content for uses not specified in the original project scope.
Audio Equipment and Technology Limitations
Audio production quality is subject to equipment capabilities, software limitations, and technical constraints that may affect final audio outcomes. Epic Nine utilizes professional-grade equipment and software but cannot guarantee specific technical specifications or protection against all potential equipment-related limitations. Audio production may require multiple recording sessions or technical adjustments to achieve optimal results.
Post-Production Timeline and Revision Process
Audio post-production involves detailed editing, mixing, and mastering processes that require significant time and technical expertise. Post-production timelines are estimates based on project complexity and may vary due to revision requests, technical challenges, or quality enhancement requirements. Epic Nine will accommodate reasonable revision requests but extensive changes may require additional time and costs beyond original project scope.
Strategic Advisory and Expert Guidance
Epic Nine provides professional consultation services including marketing strategy development, business analysis, competitive research, market positioning guidance, campaign planning, performance analysis, and expert advice on marketing initiatives and business growth strategies. Consultation services involve strategic planning, problem-solving, and professional recommendations based on Epic Nine’s expertise and industry knowledge.
Advisory Nature of Consultation Services
Client acknowledges that consultation services involve professional advice, recommendations, and strategic guidance rather than guaranteed outcomes or specific results. Consultation recommendations are based on Epic Nine’s professional judgment, industry experience, and available information at the time of consultation. Implementation success depends on numerous factors including market conditions, competitive landscape, execution quality, timing, and other variables beyond Epic Nine’s control.
Information Accuracy and Client Responsibility
Consultation effectiveness depends significantly on the accuracy and completeness of information provided by Client. Epic Nine will base recommendations on information provided by Client and publicly available data, but Epic Nine is not responsible for verifying all Client-provided information or for recommendations that prove ineffective due to incomplete, inaccurate, or outdated information. Client is responsible for providing accurate, complete, and current information necessary for effective consultation.
Market Conditions and External Factors
Consultation recommendations are based on current market conditions, industry trends, and available data that may change rapidly due to economic factors, competitive actions, regulatory changes, technology developments, or other external influences beyond Epic Nine’s control. Epic Nine cannot guarantee that consultation recommendations will remain optimal or effective if market conditions or other external factors change significantly after consultation delivery.
Implementation and Execution Limitations
Epic Nine’s consultation services focus on strategy development and professional recommendations rather than implementation execution. Client is responsible for implementing consultation recommendations using internal resources or additional service providers. Epic Nine is not responsible for implementation challenges, execution quality, or results that may vary from consultation projections due to implementation factors beyond Epic Nine’s control.
No Guarantee of Business Results
Client expressly acknowledges that consultation services do not guarantee specific business outcomes, revenue increases, market share gains, competitive advantages, or other business results. Business success depends on numerous factors including market conditions, execution quality, timing, competitive responses, economic factors, and other variables that Epic Nine cannot control or predict. Consultation services are intended to provide professional guidance and strategic direction rather than guaranteed business outcomes.
Service Scope and Strategic Communications
Epic Nine provides comprehensive public relations services designed to enhance Client’s public image, manage communications, and build positive relationships with target audiences, media outlets, and stakeholders. PR services include but are not limited to media relations and outreach, press release creation and distribution, crisis communication planning and management, reputation management, thought leadership development, event publicity coordination, influencer relations, community relations, stakeholder communications, and strategic messaging development. PR services involve ongoing relationship building, strategic communication planning, and proactive reputation management across multiple channels and audiences.
Media Relations and Coverage Limitations
Epic Nine will develop and execute media outreach strategies designed to secure positive media coverage and build relationships with relevant journalists, editors, and media outlets. However, Epic Nine cannot guarantee specific media coverage, placement in particular publications, interview opportunities, or positive media treatment. Media coverage depends on numerous factors beyond Epic Nine’s control, including editorial decisions, news cycles, competing stories, journalist availability, publication priorities, and media outlet policies. Epic Nine will make professional efforts to secure media attention but cannot control editorial content, publication timing, or media outlet responses to outreach efforts.
Crisis Communication and Reputation Management
PR services may include crisis communication planning and reputation management during challenging situations. While Epic Nine will provide professional guidance and strategic communication support during crisis situations, Epic Nine cannot guarantee specific outcomes, complete reputation restoration, or protection against all potential reputational damage. Crisis situations involve complex variables including public sentiment, media coverage, stakeholder reactions, and external factors that may be beyond Epic Nine’s control. Client acknowledges that crisis communication involves risk management rather than guaranteed resolution.
Third-Party Media and Platform Dependencies
PR services rely heavily on third-party media outlets, social media platforms, and communication channels that operate independently of Epic Nine’s control. Epic Nine is not responsible for media outlet policies, editorial decisions, platform algorithm changes, or other third-party factors that may affect PR campaign effectiveness or message distribution. Client acknowledges that PR success depends significantly on external parties whose decisions and actions are beyond Epic Nine’s direct influence.
Message Control and Public Perception
While Epic Nine will develop strategic messaging and communication materials designed to convey Client’s desired image and key messages, Epic Nine cannot control how messages are interpreted, reported, or perceived by audiences, media outlets, or the general public. Public perception involves subjective interpretation, cultural factors, timing considerations, and external influences that may affect message reception regardless of communication quality or strategic planning.
Measurement and ROI Limitations
PR effectiveness measurement involves qualitative and quantitative metrics that may be difficult to directly correlate with specific business outcomes. Epic Nine will provide reasonable measurement and reporting of PR activities including media coverage tracking, sentiment analysis, and engagement metrics, but cannot guarantee specific return on investment, direct sales attribution, or quantifiable business impact from PR activities. PR value often involves long-term brand building and relationship development that may not produce immediately measurable results.
Legal and Regulatory Compliance
Client is responsible for ensuring that all PR activities, messaging, and communications comply with applicable laws, regulations, and industry standards. Epic Nine will follow general best practices and professional standards but is not responsible for legal compliance verification, regulatory approval, or specialized industry compliance requirements that may apply to Client’s specific business or industry. Client should consult with qualified legal counsel regarding specific compliance obligations related to PR communications.
Stakeholder Relations and External Factors
PR services may involve coordination with various stakeholders including customers, employees, investors, community members, and other parties whose responses and cooperation are beyond Epic Nine’s control. Epic Nine will develop appropriate stakeholder communication strategies but cannot guarantee stakeholder cooperation, positive responses, or successful relationship outcomes. Stakeholder relations involve complex interpersonal and business dynamics that may be influenced by factors beyond PR communication efforts.
Email Campaign Development and Management
Epic Nine provides comprehensive email marketing services including email strategy development, campaign planning, content creation, template design, list management coordination, automation setup, performance tracking, and optimization recommendations. Email marketing services encompass promotional campaigns, newsletter development, automated drip sequences, customer retention campaigns, lead nurturing programs, and other email-based marketing initiatives designed to engage audiences and support Client’s marketing objectives.
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Deliverability and Platform Dependencies
Email marketing effectiveness depends significantly on email deliverability factors including sender reputation, content quality, list hygiene, recipient engagement patterns, and email service provider policies that are beyond Epic Nine’s direct control. Epic Nine will implement email marketing best practices and work with reputable email service providers, but cannot guarantee specific delivery rates, inbox placement, or protection against spam filtering. Email deliverability involves complex technical factors and third-party systems that may affect campaign performance regardless of content quality or strategic planning.
List Management and Data Quality
Epic Nine will coordinate email list management activities including segmentation, maintenance, and compliance monitoring, but Client remains ultimately responsible for list quality, subscriber consent, and data accuracy. Epic Nine is not responsible for list quality issues, subscriber complaints, or compliance violations that may arise from Client-provided data, historical list management practices, or subscriber acquisition methods used prior to Epic Nine’s engagement. Client must provide accurate subscriber information and ensure appropriate consent for email marketing communications.
Email Service Provider Limitations
Email marketing services are delivered through third-party email service providers whose performance, features, and policies are beyond Epic Nine’s direct control. Epic Nine is not responsible for email service provider outages, policy changes, feature limitations, pricing changes, or other platform-related issues that may affect email marketing campaign delivery or performance. Client acknowledges that email marketing depends on third-party platforms whose operations and policies may change without notice.
Content Performance and Engagement Variables
Email marketing performance depends on numerous factors including subject line effectiveness, content relevance, send timing, audience preferences, competitive landscape, and recipient behavior patterns that are inherently unpredictable and beyond Epic Nine’s direct control. Epic Nine will create email content designed to engage target audiences and follow email marketing best practices, but cannot guarantee specific open rates, click-through rates, conversion rates, or other performance metrics. Email engagement involves recipient behavior and preferences that may vary significantly and unpredictably.
Compliance and Legal Requirements
Email marketing is subject to various legal requirements including CAN-SPAM Act, GDPR, CCPA, and other applicable privacy and marketing regulations that may vary by jurisdiction and industry. Epic Nine will implement general email marketing compliance best practices but Client remains ultimately responsible for ensuring full compliance with all applicable laws and regulations. Client should consult with qualified legal counsel regarding specific compliance obligations and requirements that may apply to their email marketing activities.
Automation and Technical Integration
Email marketing services may include marketing automation setup and integration with Client’s existing systems including CRM platforms, e-commerce systems, and other marketing tools. Epic Nine will coordinate technical integrations but is not responsible for third-party system limitations, integration compatibility issues, or technical problems that may arise from Client’s existing technology infrastructure. Automation effectiveness depends on data quality, system compatibility, and ongoing maintenance that may require Client cooperation and technical support.
Performance Measurement and Attribution
Email marketing measurement involves tracking metrics including open rates, click-through rates, conversion rates, and other engagement indicators that may be affected by technical factors including email client capabilities, privacy settings, and tracking limitations beyond Epic Nine’s control. Epic Nine will provide reasonable performance reporting and analysis but cannot guarantee complete accuracy of all metrics or direct attribution of business results to specific email marketing activities. Email marketing ROI measurement may involve complex attribution challenges and long-term customer relationship factors.
List Growth and Acquisition Limitations
While Epic Nine may provide recommendations and strategies for email list growth, Epic Nine does not guarantee specific subscriber acquisition rates, list growth targets, or audience development outcomes. List growth depends on numerous factors including content quality, audience interest, marketing channel effectiveness, and competitive factors that may be beyond Epic Nine’s direct control. Client acknowledges that sustainable list growth requires ongoing effort and may involve long-term relationship building rather than immediate results.
Content Creation and Brand Compliance
Epic Nine will develop email content in accordance with Client’s brand guidelines, messaging requirements, and approval processes. Client is responsible for providing clear brand guidelines, content approval procedures, and timely feedback on proposed email content. Epic Nine is not responsible for brand compliance issues that arise from unclear guidelines, delayed approvals, or changes in brand direction that occur after email content creation or campaign launch.
Reputation Risk Acknowledgment
Client acknowledges that PR activities involve inherent reputation risks and that public communications may generate unexpected responses, criticism, or controversy regardless of strategic planning or professional execution. Epic Nine will provide professional guidance to minimize risks but cannot guarantee protection against all potential reputation challenges or negative public responses.
Media Relationship Limitations
Epic Nine maintains professional relationships with media contacts but cannot guarantee continued access, positive coverage, or specific media cooperation. Media relationships involve independent professional relationships that may change due to personnel changes, editorial policy shifts, or other factors beyond Epic Nine’s control.
Crisis Escalation Potential
Client acknowledges that crisis communication efforts, while professionally planned and executed, may sometimes result in increased attention or escalation of issues due to factors beyond Epic Nine’s control. Crisis communication involves risk management rather than guaranteed resolution, and outcomes may vary significantly based on external factors and stakeholder responses.
Spam Compliance and Reputation
Client acknowledges that email marketing involves sender reputation factors that may be affected by historical email practices, list quality, and recipient behavior patterns that are beyond Epic Nine’s control. Epic Nine will implement best practices but cannot guarantee protection against all potential deliverability issues or spam filtering.
Data Privacy and Security
Email marketing involves handling of personal data and subscriber information that requires appropriate security measures and privacy compliance. Client remains responsible for data security, privacy policy compliance, and appropriate data handling practices in accordance with applicable laws and regulations.
Platform Policy Compliance
Email service providers maintain policies and terms of service that may change without notice and could affect email marketing activities. Epic Nine will monitor policy changes and adapt strategies accordingly but cannot guarantee protection against all potential policy-related restrictions or account limitations.
Service Scope and Technology Integration
Epic Nine provides artificial intelligence implementation and business process automation services designed to enhance operational efficiency, improve decision-making capabilities, and streamline marketing and business processes through the strategic deployment of AI technologies and automated systems. AI implementation and automation services include but are not limited to AI strategy development, machine learning model integration, chatbot and virtual assistant implementation, automated workflow creation, data analysis and predictive analytics setup, marketing automation platform configuration, customer relationship management automation, content generation and optimization tools, automated reporting systems, and integration of AI-powered marketing technologies.
These services encompass the evaluation, selection, implementation, and optimization of artificial intelligence tools and automated systems that support Client’s business objectives while acknowledging the rapidly evolving nature of AI technology and the inherent limitations and risks associated with artificial intelligence applications in business environments.
AI Technology Limitations and Accuracy Disclaimers
Client acknowledges that artificial intelligence technologies, while powerful and continuously improving, are inherently limited by their training data, algorithmic design, and current technological capabilities. AI systems may produce inaccurate, incomplete, biased, or inappropriate outputs despite proper implementation and configuration. Epic Nine makes no warranties or guarantees regarding the accuracy, reliability, completeness, or appropriateness of AI-generated content, recommendations, predictions, or automated decisions.
AI technologies are probabilistic systems that generate outputs based on pattern recognition and statistical analysis rather than true understanding or reasoning. Client understands that AI systems may occasionally produce unexpected, incorrect, or potentially harmful outputs regardless of implementation quality or professional configuration. Epic Nine shall not be liable for any damages, losses, or consequences arising from AI system outputs, recommendations, or automated decisions, including but not limited to business losses, reputational damage, compliance violations, or other adverse outcomes.
Bias and Fairness Considerations
Client acknowledges that AI systems may exhibit various forms of bias including but not limited to demographic bias, cultural bias, historical bias, and algorithmic bias that may be present in training data, model design, or implementation processes. Epic Nine will implement reasonable measures to identify and mitigate obvious bias issues during AI system implementation, but cannot guarantee the elimination of all potential bias or ensure complete fairness in AI system outputs and decisions.
Client understands that bias in AI systems is a complex, evolving challenge that may not be fully detectable or correctable using current technology and methodologies. Client assumes responsibility for monitoring AI system outputs for potential bias issues and implementing appropriate oversight and correction mechanisms for AI-driven decisions that may affect individuals, groups, or business outcomes.
Data Privacy and Security in AI Systems
AI implementation and automation services may involve the processing, analysis, and storage of Client data through various AI platforms, cloud services, and automated systems. Epic Nine will implement reasonable data security measures and work with reputable AI service providers, but Client acknowledges that AI systems may involve complex data flows, third-party processing, and cloud-based services that present inherent security and privacy risks.
Client remains ultimately responsible for ensuring that AI implementations comply with applicable data protection laws including GDPR, CCPA, HIPAA, and other relevant privacy regulations. Client should conduct independent privacy impact assessments and legal compliance reviews for AI implementations, particularly those involving personal data, sensitive information, or regulated data types. Epic Nine’s AI implementation services do not constitute legal compliance assurance or privacy law consultation.
Third-Party AI Platform Dependencies
AI implementation services rely heavily on third-party AI platforms, cloud services, and technology providers including but not limited to OpenAI, Google AI, Microsoft Azure AI, Amazon Web Services AI, and other AI service providers whose performance, availability, policies, and pricing are beyond Epic Nine’s direct control. Epic Nine is not responsible for third-party AI platform outages, policy changes, pricing modifications, feature limitations, service discontinuation, or other platform-related issues that may affect AI system functionality or availability.
Client acknowledges that AI platforms and services are rapidly evolving and may undergo significant changes in capabilities, pricing, terms of service, or availability without notice. Epic Nine will make reasonable efforts to adapt AI implementations to platform changes but cannot guarantee continued functionality or performance if third-party platforms modify or discontinue services.
Regulatory Compliance and Legal Considerations
AI implementation and automation services are subject to rapidly evolving regulatory frameworks and legal requirements that vary by jurisdiction, industry, and application type. Epic Nine will implement AI systems according to current best practices and general compliance guidelines, but Client remains ultimately responsible for ensuring that AI implementations comply with all applicable laws, regulations, and industry standards.
Client acknowledges that AI regulation is an emerging and rapidly changing field that may involve new compliance requirements, disclosure obligations, or operational restrictions that could affect AI system deployment or functionality. Client should consult with qualified legal counsel regarding specific AI compliance obligations, particularly in regulated industries or for AI applications that may affect consumer rights, employment decisions, or other legally sensitive areas.
Automation Workflow Reliability and Maintenance
Business process automation involves the creation of automated workflows, triggers, and decision trees that depend on system integration, data quality, and ongoing maintenance to function properly. Epic Nine will implement automation systems according to specified requirements and best practices, but cannot guarantee perfect reliability, continuous operation, or protection against all potential automation failures or errors.
Automated systems may require ongoing monitoring, maintenance, updates, and adjustments to maintain optimal performance as business processes, data sources, or system requirements change over time. Client acknowledges that automation systems are complex technical implementations that may occasionally malfunction, produce unexpected results, or require manual intervention to resolve issues or adapt to changing business needs.
Performance Measurement and ROI Limitations
AI and automation implementations may involve complex performance metrics and return on investment calculations that can be difficult to measure accurately or attribute directly to specific AI or automation interventions. Epic Nine will provide reasonable performance reporting and analysis for AI and automation implementations, but cannot guarantee specific performance improvements, cost savings, efficiency gains, or other quantifiable business outcomes.
AI and automation benefits often involve long-term process improvements, efficiency gains, and capability enhancements that may not produce immediately measurable results or may be influenced by numerous other business factors beyond the AI or automation implementation itself. Client acknowledges that AI and automation ROI measurement involves complex attribution challenges and may require extended evaluation periods to assess accurately.
Technology Evolution and Obsolescence
AI and automation technologies evolve rapidly, with new capabilities, platforms, and methodologies emerging frequently while existing technologies may become outdated or obsolete. Epic Nine will implement AI and automation solutions using current best practices and available technologies, but cannot guarantee long-term compatibility, continued effectiveness, or protection against technology obsolescence.
Client acknowledges that AI and automation implementations may require ongoing updates, migrations, or replacements to maintain effectiveness and compatibility with evolving technology standards, business requirements, or regulatory changes. Epic Nine is not responsible for technology obsolescence or the need for future upgrades or replacements of AI and automation systems implemented under this Agreement.
Human Oversight and Decision-Making Responsibilities
Client acknowledges that AI and automation systems are tools designed to assist and enhance human decision-making rather than replace human judgment and oversight entirely. Client remains responsible for maintaining appropriate human oversight, review processes, and final decision-making authority for all AI-assisted or automated business processes, particularly those involving customer interactions, financial decisions, legal compliance, or other critical business functions.
Epic Nine strongly recommends that Client implement human review and approval processes for AI-generated content, automated decisions, and system recommendations, particularly in areas involving customer service, marketing communications, financial transactions, or other business-critical functions. Client assumes full responsibility for all business decisions made based on AI recommendations or automated system outputs.
Content Generation and Intellectual Property
AI implementation services may include the deployment of AI-powered content generation tools for marketing materials, social media content, written communications, or other business content. Client acknowledges that AI-generated content may occasionally infringe upon existing copyrights, trademarks, or other intellectual property rights despite reasonable precautions and filtering measures.
Epic Nine will implement reasonable measures to minimize intellectual property risks in AI-generated content, but cannot guarantee that all AI-generated materials will be free from potential intellectual property conflicts. Client assumes responsibility for reviewing AI-generated content for potential intellectual property issues and obtaining appropriate legal clearance for commercial use of AI-generated materials when necessary.
Integration Complexity and System Compatibility
AI and automation implementations often require integration with existing business systems, databases, software platforms, and workflows that may present compatibility challenges, data synchronization issues, or technical limitations. Epic Nine will make reasonable efforts to achieve successful system integration but cannot guarantee seamless compatibility with all existing systems or protection against all potential integration challenges.
Client acknowledges that system integration complexity may require additional time, technical adjustments, or alternative implementation approaches that could affect project timelines, functionality, or costs. Epic Nine is not responsible for limitations or compatibility issues arising from Client’s existing technology infrastructure, legacy systems, or third-party software platforms.
Training and Adoption Considerations
Successful AI and automation implementation often requires user training, change management, and organizational adaptation to new processes and technologies. Epic Nine will provide reasonable training and documentation for implemented AI and automation systems, but cannot guarantee user adoption rates, training effectiveness, or organizational change management success.
Client acknowledges that AI and automation benefits depend significantly on proper user training, consistent usage, and organizational commitment to new processes and technologies. Epic Nine is not responsible for adoption challenges, user resistance, or organizational factors that may affect the success or utilization of implemented AI and automation systems.
Ethical AI Implementation Standards
Epic Nine will implement AI systems according to generally accepted ethical AI principles including transparency, accountability, fairness, and responsible use guidelines. However, Client acknowledges that AI ethics is an evolving field with varying standards and interpretations that may change over time or differ across industries and applications.
Client remains responsible for establishing and maintaining ethical guidelines for AI use within their organization and ensuring that AI implementations align with their values, industry standards, and stakeholder expectations. Epic Nine’s AI implementation services do not constitute ethical compliance assurance or guarantee adherence to all possible ethical AI standards or frameworks.
Liability Limitations for AI and Automation Services
Epic Nine shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages arising from or related to AI implementation or automation services, including but not limited to AI system errors, automated decision failures, bias-related issues, data breaches, compliance violations, business disruptions, lost revenue, reputational damage, or other damages allegedly resulting from AI or automation system performance or failures.
This limitation applies regardless of whether such damages were foreseeable, Epic Nine was advised of the possibility of such damages, or the damages result from Epic Nine’s negligence or other fault. Client acknowledges that AI and automation technologies involve inherent risks and uncertainties that cannot be completely eliminated through professional implementation or ongoing support.
Indemnification for AI and Automation Services
Client agrees to indemnify, defend, and hold Epic Nine harmless from and against any and all claims, demands, lawsuits, judgments, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or related to:
AI system outputs, recommendations, or automated decisions that result in business losses, legal violations, or other adverse outcomes
Bias, discrimination, or fairness issues arising from AI system implementation or usage
Data privacy or security violations related to AI system data processing or storage
Intellectual property infringement claims related to AI-generated content or materials
Regulatory compliance violations arising from AI or automation system usage
Third-party claims alleging harm from AI-assisted or automated business processes
Employment-related claims arising from automation implementation or AI-assisted decision-making
Service Scope and Analytics Setup
Epic Nine provides comprehensive analytics implementation and reporting services designed to help Client monitor and understand the performance of their digital marketing initiatives, website traffic, and business metrics. Analytics services include the setup and configuration of Google Analytics, Google Tag Manager, and other tracking systems for websites developed or managed by Epic Nine. When Epic Nine implements website analytics, Client may request access to Google Analytics and Google Tag Manager accounts, which Epic Nine will provide upon request subject to appropriate account management and security protocols.
For clients receiving ongoing social media management, digital advertising, search engine optimization, or other digital marketing services, Epic Nine provides basic analytics reporting through Epic Nine’s client portal system. Basic analytics reporting includes fundamental performance metrics and data visualizations that Epic Nine determines to be relevant and valuable for Client’s services and objectives. The specific metrics, reporting frequency, and data presentation format included in basic analytics reporting are determined solely by Epic Nine and may be modified, updated, or changed at Epic Nine’s discretion based on platform availability, data accuracy, strategic value, or operational considerations.
Advanced Analytics and Custom Reporting
Clients requiring analytics reporting beyond the scope of basic analytics included with ongoing services may request advanced analytics implementation, custom reporting development, or specialized data analysis services. Advanced analytics services are provided at Epic Nine’s standard hourly rate unless specifically included in a separate statement of work or service agreement. Advanced analytics may include custom dashboard development, specialized metric tracking, advanced data integration, complex reporting automation, or other analytics services beyond the scope of basic reporting included with standard service packages.
Client acknowledges that advanced analytics implementation may require additional time, technical complexity, and ongoing maintenance that extends beyond basic analytics services. Epic Nine will provide estimates for advanced analytics projects but cannot guarantee specific implementation timelines or technical outcomes due to the complexity of data integration, platform limitations, and technical variables that may affect advanced analytics development.
Third-Party Analytics Platform Dependencies
Epic Nine’s analytics and reporting services rely heavily on third-party platforms, services, and data sources including but not limited to Google Analytics, Google Tag Manager, Facebook Analytics, Instagram Insights, LinkedIn Analytics, X (formerly known as Twitter) Analytics, TikTok Analytics, YouTube Analytics, Databox, Make.com, Google Sheets, and other analytics platforms, social media platforms, and data integration services. These third-party platforms operate independently of Epic Nine’s control and may experience service outages, data processing delays, metric calculation changes, feature modifications, or other operational issues that could affect analytics data accuracy, availability, or reporting functionality.
Epic Nine is not responsible for third-party platform performance issues, data processing errors, service interruptions, policy changes, or other platform-related problems that may affect analytics reporting accuracy or availability. Client acknowledges that analytics reporting depends on third-party platform functionality and data provision that Epic Nine cannot control, guarantee, or independently verify for accuracy or completeness.
Platform Metric Changes and Data Reliability
Client expressly acknowledges that digital marketing platforms including Google, Meta (Facebook/Instagram), LinkedIn, Twitter, TikTok, YouTube, and other social media and advertising platforms frequently modify their metrics, calculation methodologies, data availability, and reporting capabilities without notice to Epic Nine or Client. These platform changes may result in metric discontinuation, calculation modifications, historical data adjustments, or reporting format changes that could affect analytics reporting consistency, accuracy, or availability.
Epic Nine makes no warranties or guarantees regarding the accuracy, consistency, reliability, or continued availability of any specific metrics, data points, or reporting elements provided through analytics services. Platform metric changes, data processing modifications, and reporting capability adjustments are beyond Epic Nine’s control and may occur without advance notice or explanation from platform providers. Client acknowledges that reliance on specific metrics or data points involves inherent risks due to platform variability and Epic Nine shall not be liable for any business decisions, strategic changes, or other consequences resulting from Client’s reliance on analytics data or metrics.
Data Integration and Automation Limitations
Epic Nine utilizes various data integration tools and automation services including Databox, Make.com, Google Sheets, and other third-party services to aggregate, process, and present analytics data in Client reporting systems. These data integration and automation systems involve complex technical processes that may occasionally experience errors, delays, synchronization issues, or other technical problems that could affect data accuracy, reporting timeliness, or system functionality.
Epic Nine is not responsible for data integration errors, automation failures, synchronization problems, or other technical issues that may arise from third-party data processing services or automation platforms. Client acknowledges that automated data processing involves inherent technical risks and that occasional errors, delays, or system malfunctions may occur despite professional implementation and monitoring efforts. Epic Nine will make reasonable efforts to identify and correct data integration issues but cannot guarantee perfect accuracy or reliability of automated data processing systems.
Metric Interpretation and Business Decision Limitations
Analytics data and reporting metrics are intended to provide general insights and performance indicators rather than definitive business intelligence or strategic guidance. Epic Nine provides analytics data and basic interpretation but does not guarantee the accuracy, completeness, or strategic value of any specific metrics or data points. Client acknowledges that analytics data interpretation requires business context, industry knowledge, and strategic understanding that may extend beyond the scope of Epic Nine’s analytics reporting services.
Client remains solely responsible for interpreting analytics data, making business decisions based on reported metrics, and determining the strategic value and relevance of analytics information for their specific business objectives. Epic Nine shall not be liable for business decisions, strategic changes, investment decisions, or other actions taken by Client based on analytics data, reporting metrics, or performance indicators provided through Epic Nine’s analytics services.
Historical Data and Reporting Continuity
Analytics platforms and data sources may modify historical data, adjust past metrics, or change data retention policies that could affect the availability or accuracy of historical reporting information. Epic Nine cannot guarantee the preservation, accuracy, or continued availability of historical analytics data due to platform policy changes, data retention limitations, or technical modifications implemented by third-party analytics providers.
Client acknowledges that analytics reporting continuity may be affected by platform changes, account modifications, or technical updates that could result in data gaps, metric discontinuities, or reporting format changes. Epic Nine will make reasonable efforts to maintain reporting continuity but cannot guarantee uninterrupted historical data availability or consistent metric tracking across all time periods and platform modifications.
Data Privacy and Analytics Compliance
Analytics implementation and reporting services involve the collection, processing, and analysis of website visitor data, user behavior information, and other potentially personal data that may be subject to privacy regulations including GDPR, CCPA, and other applicable data protection laws. Epic Nine will implement analytics systems according to general best practices and platform-provided privacy controls, but Client remains ultimately responsible for ensuring analytics compliance with all applicable privacy laws and regulations.
Client acknowledges that analytics data collection and processing may involve privacy compliance obligations including privacy policy disclosures, cookie consent management, data retention policies, and user rights management that extend beyond Epic Nine’s analytics implementation services. Client should consult with qualified legal counsel regarding specific privacy compliance requirements for analytics data collection and processing activities.
Reporting Accuracy and Data Verification
While Epic Nine implements analytics systems according to industry best practices and platform guidelines, Epic Nine makes no warranties regarding the absolute accuracy, completeness, or reliability of analytics data or reporting metrics. Analytics data may be affected by technical factors including tracking code implementation, browser settings, ad blockers, privacy controls, bot traffic, spam activity, and other variables that could influence data collection accuracy or metric calculations.
Epic Nine recommends that Client use analytics data as general performance indicators rather than precise measurement tools and suggests cross-referencing analytics data with other business metrics and performance indicators when making important business decisions. Client acknowledges that analytics data involves inherent limitations and potential inaccuracies that are common to all digital analytics systems and platforms.
Custom Analytics Development and Maintenance
Custom analytics implementations, advanced reporting systems, and specialized data integration projects may require ongoing maintenance, updates, and technical support to maintain functionality as platforms evolve, data sources change, or business requirements modify. Epic Nine will provide reasonable support for custom analytics implementations but cannot guarantee long-term functionality or compatibility with future platform changes, data source modifications, or technical updates.
Client acknowledges that custom analytics solutions may require periodic updates, maintenance, or redevelopment to maintain effectiveness and compatibility with evolving technology platforms and business requirements. Epic Nine is not responsible for custom analytics obsolescence or the need for future updates or replacements of custom analytics implementations developed under this Agreement.
Performance Benchmarking and Competitive Analysis
Analytics reporting may include performance benchmarking, industry comparisons, or competitive analysis based on available data sources and industry information. Epic Nine makes no warranties regarding the accuracy, relevance, or completeness of benchmarking data or competitive analysis information. Benchmarking and competitive data may be based on limited data sources, industry estimates, or third-party information that Epic Nine cannot independently verify or guarantee for accuracy.
Client acknowledges that performance benchmarking and competitive analysis are intended to provide general context and perspective rather than definitive competitive intelligence or strategic guidance. Epic Nine shall not be liable for business decisions or strategic changes made based on benchmarking data or competitive analysis information provided through analytics reporting services.
Real-Time Data and Reporting Delays
Analytics data and reporting metrics may involve processing delays, synchronization lag times, or other temporal factors that affect data timeliness and real-time accuracy. Epic Nine cannot guarantee real-time data availability or immediate metric updates due to platform processing requirements, data integration complexities, and third-party service dependencies that may introduce delays in data collection, processing, or reporting.
Client acknowledges that analytics reporting may not reflect real-time performance and that data delays are common in digital analytics systems due to platform processing requirements and technical limitations. Epic Nine will make reasonable efforts to provide timely reporting but cannot guarantee specific data freshness or real-time metric availability.
Data Export and Portability Limitations
While Epic Nine will provide reasonable assistance with data export and analytics portability upon Client request, Epic Nine cannot guarantee complete data export capabilities or seamless analytics migration due to platform limitations, data format restrictions, and technical constraints that may affect data portability. Client acknowledges that analytics data export may involve technical limitations and that some historical data or custom configurations may not be fully portable to alternative analytics systems.
Epic Nine will coordinate with Client to provide available data export options but is not responsible for data export limitations, format compatibility issues, or technical constraints that may affect analytics data portability or migration to alternative systems.
Liability Limitations for Analytics and Reporting Services
Epic Nine shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages arising from or related to analytics implementation, reporting services, or data analysis activities, including but not limited to business decisions based on analytics data, strategic changes resulting from performance metrics, investment decisions influenced by reporting information, competitive disadvantages arising from data interpretation, or other damages allegedly resulting from analytics services or data reporting.
This limitation applies regardless of whether such damages were foreseeable, Epic Nine was advised of the possibility of such damages, or the damages result from analytics data inaccuracy, platform changes, system failures, or other factors affecting analytics reporting quality or availability. Client acknowledges that analytics and reporting services involve inherent limitations and uncertainties that cannot be completely eliminated through professional implementation or ongoing monitoring.
Client Responsibility for Analytics Utilization
Client acknowledges sole responsibility for determining the appropriate use, interpretation, and strategic application of analytics data and reporting information provided by Epic Nine. Client agrees to use analytics data as general performance indicators rather than definitive business intelligence and to supplement analytics information with other business metrics, market research, and strategic analysis when making important business decisions.
Client assumes full responsibility for any business decisions, strategic changes, marketing adjustments, or other actions taken based on analytics data or reporting metrics provided through Epic Nine’s services. Epic Nine’s analytics services are intended to provide data and basic reporting rather than strategic consultation or business decision-making guidance.
Indemnification for Analytics and Reporting Services
Client agrees to indemnify, defend, and hold Epic Nine harmless from and against any and all claims, demands, lawsuits, judgments, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or related to:
Business decisions, strategic changes, or investment decisions made based on analytics data or reporting metrics provided by Epic Nine
Privacy compliance violations or data protection issues arising from analytics data collection or processing
Third-party claims alleging damages from Client’s reliance on analytics data or performance metrics
Competitive disadvantages or business losses allegedly resulting from analytics data interpretation or strategic decisions based on reporting information
Regulatory compliance issues related to analytics data collection, processing, or reporting activities.
Data accuracy disputes or metric interpretation disagreements that result in business or legal consequences
Analytics Service Modification and Discontinuation
Epic Nine reserves the right to modify, update, or discontinue specific analytics metrics, reporting elements, or data sources based on platform availability, data quality considerations, strategic value assessments, or operational requirements. Client will receive reasonable notice of significant analytics service modifications, but Epic Nine is not obligated to maintain specific metrics or reporting elements indefinitely if platform changes, data quality issues, or other factors make such reporting impractical or unreliable.
Client acknowledges that analytics services may evolve over time based on platform capabilities, industry best practices, and technological developments, and that specific reporting elements or metrics may be modified or discontinued as analytics platforms and data sources change.
Force Majeure and External Factors
Epic Nine shall not be liable for delays, interruptions, or performance issues resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, power outages, internet failures, government actions, labor disputes, supplier disruptions, pandemics, or search engine and regulatory changes that impact service delivery, SEO, or accessibility.
Client Cooperation Requirements
Timely project completion and service quality depend on the Client’s active participation, including prompt feedback, accurate information, and adherence to timelines. Epic Nine is not responsible for delays, added costs, or diminished results due to Client inaction, late responses, or incomplete inputs.
Scope of Work and Change Management
All services are delivered according to agreed-upon scope and specifications. Requests for out-of-scope changes may require additional time, costs, and formal agreement. Epic Nine will consider reasonable changes but is not obligated to exceed the original scope without proper compensation and timeline adjustments.
Technology and Future Compatibility
Services are provided using current technology and industry best practices. Epic Nine is not responsible for future incompatibility, obsolescence, or performance issues arising from evolving platforms, technologies, or standards after project completion.
Indemnification and Third-Party Claims
Client agrees to indemnify, defend, and hold harmless Epic Nine, its employees, agents, and subcontractors from any and all claims, demands, lawsuits, judgments, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
SEO-related issues, including ranking losses, traffic declines, revenue impacts, or algorithm changes
ADA or accessibility-related claims, lawsuits, or regulatory actions, whether or not Epic Nine provided basic or comprehensive compliance services
Claims related to printing or promotional product defects, delivery failures, or vendor errors (including but not limited to third-party printers and product suppliers)
Social media management outcomes, including reputation harm, content disputes, or account restrictions
Advertising performance or media buy results, including impressions, reach, or conversion metrics
Creative services such as graphic design, video production, audio production, or campaign creative that the Client approves
Public relations efforts, including press outreach, reputation management, or resulting publicity
Email marketing performance, spam complaints, or regulatory compliance (e.g., CAN-SPAM or GDPR)
General marketing consulting advice or strategy implementation results
Any third-party claims alleging inadequate implementation, misrepresentation, or misuse of services delivered by Epic Nine or its vendors
Regulatory changes, industry standard shifts, or court rulings that affect the effectiveness or compliance of any previously delivered service
Epic Nine may use artificial intelligence (AI) tools, machine learning models, or automated systems to support content creation, targeting, analysis, and other marketing services. While these tools enhance efficiency and personalization, they are not infallible and may generate inaccurate, incomplete, or inappropriate outputs.
Client acknowledges that AI-generated content (e.g., copy, imagery, targeting recommendations) may require human review and approval. Epic Nine is not liable for any damages, legal issues, or reputational harm arising from the use or publication of AI-generated outputs that were not reviewed or modified by the Client.
Automation systems (e.g., email workflows, ad scheduling, social media posting tools, or data syncs) are subject to platform changes, API errors, third-party service disruptions, or logic conflicts. Epic Nine is not responsible for errors, omissions, or system failures caused by these tools or the platforms they depend on.
AI tools used in analytics or performance optimization may rely on incomplete, delayed, or inferred data. The Client acknowledges these limitations and agrees that Epic Nine is not liable for decisions made based on AI-generated insights or predictions.
Client assumes full responsibility for the final approval and use of all deliverables created or assisted by AI or automation, and agrees to hold Epic Nine harmless from any claims, damages, or losses arising from such deliverables.
Client acknowledges that many services are dependent on third-party platforms, vendors, and changing technologies, and assumes full responsibility for resolving third-party disputes or external claims. Epic Nine shall not be liable for any damages resulting from third-party actions, regulatory shifts, or issues beyond its reasonable control.
Client Responsibility for Legal Compliance: Client acknowledges that ultimate responsibility for legal compliance, including ADA compliance, rests solely with Client. Epic Nine’s services are intended to assist with technical implementation and best practice recommendations but do not constitute legal advice or compliance assurance. Client is advised to consult with qualified legal counsel regarding specific compliance requirements and legal obligations.
Ongoing Maintenance Requirements: Client understands that both SEO effectiveness and accessibility compliance require ongoing maintenance, monitoring, and updates. Epic Nine’s initial implementations may become less effective over time due to algorithm changes, standard updates, or content modifications made by Client or third parties. Client is responsible for ongoing maintenance and updates necessary to maintain SEO effectiveness and accessibility compliance.
Content and Third-Party Integration Limitations: Epic Nine’s SEO and accessibility implementations are limited to elements under Epic Nine’s direct control during service delivery. Epic Nine is not responsible for SEO or accessibility issues arising from content added by Client, third-party plugins or integrations, external services, or modifications made by other service providers after Epic Nine’s work is completed.
Epic Nine is in the business of providing comprehensive marketing services through a combination of paid strategy and consultation, advertising, website development, search engine optimization, social media management, graphic design, email marketing, and related services. Epic Nine maintains total discretion and control over service delivery methods and implementation strategies.
The Services may be performed through various channels including but not limited to digital advertising, email marketing, proprietary software platforms, Google Analytics, social media channels, content creation, blog development, and other methods selected by Epic Nine in its professional judgment.
Nothing contained in this Agreement transfers any intellectual property associated with the Services performed by Epic Nine to Client. Epic Nine has no obligation to provide Client with information regarding specific techniques, methodologies, or proprietary processes utilized in service delivery. Epic Nine will not provide Client with access to paid advertising platforms (including but not limited to Google Ads, Meta, and TikTok) or other proprietary information, techniques, practices, settings, or optimization specifics.
Conversely, nothing in this Agreement transfers Client-owned intellectual property to Epic Nine except as necessary for Epic Nine to perform the Services on Client’s behalf.
This Agreement commences upon Client’s electronic or written acceptance and continues until terminated as provided in the Termination section, the statement of work agreement, or until 12 months after the most recently recorded service is provided by Epic Nine to Client.
Individual services will commence on dates specified in separate statements of work or change orders. If services begin mid-month, prorated payments may apply, with full monthly payments due on the last business day prior to each subsequent month of service.
Epic Nine may update this Agreement from time to time upon thirty (30) days written notice to Client. Client may terminate this Agreement within such notice period if Client objects to the proposed changes. Continued use of Epic Nine’s services following the notice period constitutes acceptance of the modified terms. Any failure by either Party to enforce strict performance of any provision does not constitute a waiver of the right to enforce that or any other provision later.
In the event that Client wants to modify or waive any portion of this agreement, a separate agreement must be signed by a duly authorized representative of each Party for any changes to be in effect.
Payments are due prior to service commencement unless otherwise stated in this agreement or separate agreements, and on the last business day prior to the beginning of each new month of additional service. For change orders or statements of work prepared after initial agreement execution, payments are due upon execution of such documents and monthly thereafter. Work that requires a deposit will not start until the deposit has been paid, regardless of due date on invoice. Paid advertising campaigns will not initiate before the client pays for the month in advance. If Client fails to pay in advance for any month, Epic Nine holds the right to suspend advertising purchases on behalf of Client until payment is made. Print and promotional orders will not be submitted for production until Client has paid for the order in full.
Client may elect to set up automatic payments for recurring subscription invoices. By enrolling in automatic payments, Client authorizes Epic Nine to charge the designated payment method on file for the full amount of each subscription invoice on the date the invoice is generated. Client will receive email notification of each automatic charge within 24 hours of processing.
Client may separately authorize Epic Nine to automatically charge non-subscription invoices (including change orders, additional services, and one-time projects) to the designated payment method. Such authorization requires a written dollar limit submitted by Client, which applies to any single invoice and remains in effect until modified or revoked in writing. Non-subscription invoices exceeding the authorized limit will not be automatically charged and will require separate payment authorization. It is Client’s responsibility to ensure that all payment authorizations are submitted and that all invoices are paid on time.
Automatic payments will be processed using the payment method designated in Client’s account (ACH or credit card). Credit card payments are subject to a processing fee of up to 3%. Client is responsible for maintaining current and valid payment information. Epic Nine will attempt to process automatic payments up to three (3) times over a five (5) business day period if initial processing fails.
Client may dispute any automatic charge within thirty (30) days of the charge date by providing written notice to billing@epicnine.com. Epic Nine will investigate disputed charges and, if found to be in error, will issue a refund or credit within ten (10) business days. Disputed charges do not suspend Client’s obligation to pay undisputed amounts.
Client may modify payment authorization limits or terminate automatic payment authorization at any time by providing written notice to billing@epicnine.com. Changes take effect within two (2) business days of receipt. Termination of automatic payments does not affect Client’s obligation to pay invoices according to standard payment terms.
If automatic payment fails due to insufficient funds, expired payment methods, or other payment method issues, Client will be notified immediately and standard payment terms will apply. A failed payment fee of $25 may be assessed for each failed automatic payment attempt. After two consecutive failed automatic payments, automatic payment authorization may be suspended until payment method issues are resolved.
Payments may be made via ACH transfer or credit card (credit card payments incur an additional processing fee of up to 3%). A signed ACH authorization form or credit card authorization must be on file before services can commence.
Client understands that payments made to Epic Nine under this Agreement are paid in advance (prepaid) unless stated otherwise. Collected funds for certain services, including but not limited to pay-per-click advertising, Google Ads, social media advertising, and third-party affiliate advertising, will not be spent immediately. These advertising credits will be held for Client’s marketing efforts and expensed when advertising activities occur. No refunds are provided for unused advertising payments.
For website development projects, a nonrefundable fifty percent (50%) payment is due upon execution of a signed website statement of work. No work will be performed until payment is received. The remaining balance is due upon Client approval of the final website design. If Client approval exceeds thirty (30) days, renewal fees may apply at Epic Nine’s sole discretion and website launch may be delayed. Client holds Epic Nine harmless for any income losses due to delayed delivered resulting from the delay of approval or payment.
Services requested outside of executed statements of work or change orders are subject to applicable hourly rates.
Rate Modifications. Epic Nine’s rates will remain fixed for the initial term of any separate agreements. Thereafter, Epic Nine may propose rate increases annually, subject to the following process:
(a) Epic Nine will provide Client with ninety (90) days’ written notice of any proposed rate increase, including justification for the increase;
(b) the parties will meet within thirty (30) days to discuss the proposed increase;
(c) if the parties cannot agree on the rate increase within sixty (60) days of Epic Nine’s notice, either party may terminate this Agreement with thirty (30) days’ written notice;
(d) any agreed-upon rate increase will take effect at the beginning of the next billing cycle.
(e) this does not apply to rate increases from third-party tools, platforms, or software, which may be passed through to Client immediately.
“Confidential Information” includes, without regard to form (oral, digital, written, etc.), any technical data, methodology, processes, procedures, dashboards, digital ads, print ads, drawings, reports, compositions, records, prototypes, samples, models, designs, specifications, software, scripts, strategies, research, results, plans, business methods, trade secrets, copyrighted information, business and financial information, business and contractual relationships, business forecasts, marketing plans, and other documents and media marked as “confidential” or “proprietary” (although such markings are not required), as well as other documents and information that a reasonable person would recognize as confidential or proprietary.
Confidential Information is limited to information provided by one Party to the other, or by either Party’s employees, affiliates, or agents, in connection with services provided under this Agreement.
Both Parties shall keep all Confidential Information strictly confidential. This Agreement covers Confidential Information disclosed both prior to and subsequent to the effective date. The Parties agree to protect Confidential Information using security measures no less stringent than those used to protect their own confidential information, but at minimum reasonable security measures.
The Parties agree not to access or use Confidential Information except as necessary to perform obligations under this Agreement, regardless of where such information resides.
The Parties acknowledge that disclosure of Confidential Information would cause irreparable injury. In the event of breach or threatened breach, the non-breaching Party shall be entitled to preliminary and permanent injunctive relief without posting bond, in addition to any damages or other remedies available at law or equity.
Either Party may request permission to share Confidential Information with third parties by submitting: (i) a confidentiality agreement signed by the intended recipient; and (ii) a detailed explanation of the need for sharing. Either Party may deny such requests at its sole discretion.
Client owns all deliverable materials produced under this Agreement, including blogs, images, and posts, but does not own or have rights to Confidential Information, intellectual property, code, or software exclusively owned or licensed by Epic Nine. Epic Nine retains ownership of all design and code for Climb Club sites. Client retains ownership of Client-owned assets, including website information, social media profiles, and email databases, provided all payments have been made in full upon termination.
Epic Nine owns all websites labeled as EverSites. Client is restricted from copying or attempting to copy methods, products, code, or software owned by Epic Nine, even if Client develops knowledge about such assets during the Agreement. Client may use Epic Nine’s Confidential Information, methods, processes, and proprietary software only during the term of this Agreement and only while making timely payments. Client may continue using software-as-a-service products as long as ongoing payments are made.
Client may retain ownership of any non-EverSite or non-Climb Club website files, provided the website and all outstanding invoices have been paid in full. If Client ceases to pay for a Climb Club site or EverSite plan, then they retain no right to access the design or code or have the site moved to another server. Client can purchase ownership of a Climb Club or EverSite website for a fee determined by Epic Nine. If Client attempts to migrate the site to another server without paying this fee first, then it will be considered theft. “Proprietary Software” means any software exclusively or partially owned by Epic Nine.
Client grants Epic Nine a royalty-free, non-exclusive, non-transferable, non-sublicensable license to use photographs and videos provided by Client for: (i) marketing services performed on Client’s behalf, and (ii) Epic Nine’s portfolio and promotional materials, provided that Epic Nine may not use Client’s materials in a manner that suggests endorsement of Epic Nine’s services without Client’s written consent. Client represents that all such materials are owned by Client or properly licensed, and that Client has the right to grant Epic Nine permission to use them in accordance with this agreement without obligation to third parties. Client assumes responsibility for any legal or financial penalties arising from the use of Client-provided assets.
The Parties shall indemnify, defend, and hold each other harmless against damages, losses, claims, or other amounts incurred in connection with breaches of representations and warranties in this section or copyright/trademark infringement claims related to services rendered.
If either Party breaches this Agreement, the non-breaching Party may immediately suspend services upon notice. If the breach can be cured, the breaching Party has ten (10) days to do so. If the breach cannot be cured or is not cured within ten days, the non-breaching Party may terminate this Agreement and pursue all available remedies. A breach of this Agreement constitutes a breach of all agreements between the Parties.
Client understands that Epic Nine has invested significant time and expense in training team members and creating infrastructure to support services. Client agrees that solicitation or engagement of Epic Nine’s team would disrupt services and diminish quality for all clients.
Client agrees not to engage or solicit any Epic Nine employee, consultant, or independent contractor providing services to Client during the term of this Agreement and for two (2) years after termination or completion.
Client understands that Epic Nine team members provide valuable services to multiple clients simultaneously, and that solicitation or engagement would cause disruption and quality diminishment. Damages from breach of this provision are difficult to measure and would be indeterminable or difficult to prove.
Epic Nine shall be entitled to US$5,000.00 for each solicitation attempt in breach of this provision. Epic Nine shall be entitled to US$200,000.00 as liquidated damages for engagement of any employee or independent contractor in breach of this Agreement. Client understands these amounts are damages, not penalties.
CLIENT ACKNOWLEDGES THAT INTERNET MARKETING AND SEARCH ENGINE RESULTS MAY VARY AND EPIC NINE MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, REGULATORY COMPLIANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.
Epic Nine covenants that work and services will be performed in a professional, competent, diligent, and workmanlike manner by knowledgeable, trained, and qualified personnel, in accordance with this Agreement and industry standards.
By accepting this Agreement, Client acknowledges that Epic Nine neither owns nor governs search engines or marketing channels. Due to fluctuations in search term competitiveness, algorithm changes, and competitive factors, Epic Nine cannot guarantee specific rankings, number one rankings, consistent top ten rankings, or any particular search term results.
Rankings are not permanent and search engine results are improved and maintained through consistent long-term marketing. Results are cumulative. While Epic Nine’s results are exceptional by industry standards, there is no formula for overnight results and best results are obtained through consistent efforts over time. Past performance does not guarantee future success.
Epic Nine will respond to Client communications according to the following schedule:
Phone Calls and Voicemails:
Epic Nine will return phone calls and respond to voicemails within twenty-four (24) hours of receipt during Business Hours
Calls received after Business Hours or on weekends will be returned by the end of the next Business Day
Email Communications:
Epic Nine will respond to Client emails within forty-eight (48) hours of receipt during Business Hours
Emails received after Business Hours or on weekends will be responded to within forty-eight (48) hours of the next Business Day
Business Hours Definition: Business Hours are defined as 9:00 AM to 5:00 PM, Monday through Friday, excluding federal holidays.
Response time commitments are suspended when:
Epic Nine is waiting for Client to provide required information, credentials, access, feedback, or content
Client requests fall outside the scope of services defined in this Agreement
Communications are received during Epic Nine’s posted vacation or closure periods (with advance notice)
Epic Nine guarantees ninety-nine point nine percent (99.9%) uptime for all hosted websites during any calendar month. Uptime is measured as the percentage of time that the website is accessible and functioning properly for end users.
Uptime Calculation:
Uptime percentage = (Total minutes in month – Downtime minutes) / Total minutes in month × 100
Planned maintenance windows (with 48-hour advance notice) are excluded from downtime calculations
Downtime caused by Client actions, third-party services, or force majeure events are excluded
Website Downtime (Site Completely Inaccessible):
Epic Nine will begin investigating downtime issues within one (1) hour of detection or notification
Epic Nine will resolve downtime issues within the same Business Day whenever possible
If downtime extends beyond one Business Day, Epic Nine will provide hourly status updates
Non-Critical Technical Issues:
Issues that do not prevent website accessibility (performance, functionality, display issues)
Epic Nine will acknowledge the issue within forty-eight (48) hours
Epic Nine will resolve non-critical issues within one to five (1-5) Business Days depending on complexity
After-Hours Monitoring:
Epic Nine monitors website uptime outside of Business Hours and on weekends
Critical downtime issues will be addressed as soon as possible, but some issues may require resolution during the next Business Day
Non-critical issues reported after hours will be addressed during the next Business Day
Project delivery timeframes will be specified in individual Statements of Work or Change Orders accompanying this Agreement. Epic Nine commits to meeting agreed-upon delivery dates provided that:
Client Dependency Requirements:
Client provides all required materials, content, feedback, and approvals within agreed timeframes
Client provides necessary access credentials, accounts, and permissions when requested
Client responds to Epic Nine requests for information within five (5) Business Days
Delivery Timeline Adjustments:
If Client fails to provide required materials or feedback within agreed timeframes, delivery dates will be extended accordingly
Epic Nine will notify Client within forty-eight (48) hours if Client delays will impact project delivery schedules
Scope changes requested by Client may require delivery timeline adjustments as outlined in Change Orders
Epic Nine commits to delivering services that meet professional industry standards and specifications outlined in individual project agreements.
Revision and Correction Process:
Epic Nine will address legitimate quality issues or errors at no additional cost
Client must report quality concerns within five (5) Business Days of delivery
Epic Nine will respond to quality concerns within forty-eight (48) hours
Corrections will be completed within the timeframes specified for similar deliverables
For ongoing services (social media management, SEO, advertising), Epic Nine will provide:
Monthly performance reports delivered within ten (10) Business Days of month-end
Quarterly strategy reviews and recommendations
Ad-hoc reporting as requested with five (5) Business Days’ notice
If Epic Nine fails to meet the 99.9% monthly uptime guarantee:
Service Credits:
99.0% – 99.8% uptime: 10% credit toward next month’s hosting fees
98.0% – 98.9% uptime: 25% credit toward next month’s hosting fees
Below 98.0% uptime: 50% credit toward next month’s hosting fees
Credit Process:
Credits will be automatically applied to Client’s next hosting invoice
Credits are Client’s sole remedy for uptime SLA failures
Credits do not apply to downtime caused by Client actions, third-party services, or force majeure events
For repeated failures to meet communication response times (more than three instances in a calendar month):
Epic Nine will provide a written explanation and improvement plan
Client may request a project status meeting within five (5) Business Days
Persistent communication failures may constitute grounds for Client termination under the Agreement’s termination provisions
Epic Nine will maintain records of:
Response times for Client communications
Website uptime statistics and downtime incidents
Project delivery performance against agreed timelines
Service quality metrics and Client satisfaction
Upon Client request, Epic Nine will provide:
Monthly SLA performance reports within ten (10) Business Days
Quarterly SLA trend analysis and improvement recommendations
Annual SLA performance summary
SLA commitments are suspended during:
Force majeure events (natural disasters, pandemics, government actions)
Third-party service provider outages (hosting providers, internet service providers, platform providers)
Client-caused issues (incorrect information, delayed approvals, scope changes)
Scheduled maintenance (with advance notice)
Security incidents requiring immediate response
Client must:
Provide timely responses to Epic Nine requests (within five Business Days unless otherwise specified)
Supply accurate and complete information, materials, and access credentials
Maintain current contact information and designated points of contact
Respond to urgent communications within twenty-four (24) hours when possible
Epic Nine shall not be liable for any lost revenue, lost profits, loss of technology, rights or services, loss of data, business interruption, special, incidental, punitive, indirect or consequential damages suffered by Client, whether or not Epic Nine has been advised of the possibility of such damages.
Epic Nine’s maximum aggregate liability to Client related to or in connection with this Agreement is limited to the total amount paid by Client to Epic Nine for the month in which Client incurs compensable damages. This amount excludes all fees disbursed to third parties on Client’s behalf.
Client may request modifications to ongoing subscription services by requesting a change order. If accepted, modifications will not take effect for two (2) months (the “Waiting Period”) unless waived by Epic Nine. For example, a change order signed on January 20th would not take effect until April 1st unless the Waiting Period is waived.
If Client has open or unpaid invoices up to and including the request date, modifications will not take effect until all past due balances are paid in full and the Waiting Period has passed or been waived.
Client may terminate this Agreement by giving three (3) months’ written notice to Epic Nine via certified mail or email to info@epicnine.com or billing@epicnine.com from an email address on file with Epic Nine. Verbal communication, text, or other messaging to Epic Nine employees does not constitute notice and is insufficient to commence termination.
The notice period starts from the first day of the month following the month notice is received. For example, notice given on January 20th would commence on February 1st with an Agreement end date of April 30th.
Epic Nine may terminate this Agreement by giving three (3) months’ written notice to Client via certified mail or to Client’s email address on file. The notice period starts from the first day of the month following the month notice was mailed.
In the event that both parties agree, the terms of termination may be shortened. Both parties must agree in writing by email to the same specific terms.
If Client sends termination notice, Client owes three (3) months at the current service agreement price regardless of whether Epic Nine continues performing services. Client may suspend services and leave before the end of the three-month termination period but payment is still due.
Epic Nine will return all Client-owned assets as defined in the Ownership section within ten (10) days following termination notice.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without regard to its conflict of laws principles.
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to non-binding mediation in Blount County, Tennessee, with a mediator mutually agreed upon by the parties.
If the dispute is not resolved through mediation within sixty (60) days from the initiation of mediation, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Blount County, Tennessee, before a single arbitrator.
Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Blount County, Tennessee, to prevent immediate and irreparable harm.
The parties agree that the state or federal courts located in Blount County, Tennessee, shall have exclusive jurisdiction for any such equitable relief proceedings, and each party consents to the personal jurisdiction and venue of such courts.
Epic Nine Marketing Outfitters (“Epic Nine”) agrees to implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of any client data, including personal information (“Client Data”), provided to or collected by Epic Nine in connection with the services under this Agreement.
Epic Nine shall use Client Data solely to perform its obligations under this Agreement and shall not disclose or share such data with any third party except as necessary to perform the services or as required by law.
In the event of a confirmed data breach involving Client Data, Epic Nine shall notify the Client without undue delay, and no later than ten (10) business days after discovery. The notification shall include, to the extent known: (a) the nature of the breach; (b) the types of data involved; (c) actions taken or proposed to mitigate any potential harm; and (d) recommended steps for the Client to protect its data.
Epic Nine agrees to comply with all applicable data privacy and protection laws, including but not limited to the Tennessee Identity Theft Deterrence Act, and, if applicable, the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), in relation to the collection, use, and disclosure of personal data.
The Client is responsible for obtaining all necessary consents, authorizations, and rights required to provide Client Data to Epic Nine and for ensuring that such data does not infringe upon the rights of any third party. Additionally, the Client is solely responsible for ensuring that any data it collects from its own clients, customers, or end users is collected and transmitted in a secure and legally compliant manner before providing it to Epic Nine.
At the termination or expiration of this Agreement, upon written request, Epic Nine shall return or securely destroy all Client Data in its possession, except as otherwise required by applicable law or internal backup retention policies.