Terms & Conditions for Vaunt
‍This Agreement (“Agreement”) is entered into between Vaunt LLC, a Michigan limited liability company (“Vaunt”), and the client identified in the accompanying invoice or proposal (“Client”). Vaunt and Client may each be referred to individually as a “Party” and collectively as the “Parties.”
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This Agreement governs all services, deliverables, and projects provided by Vaunt to Client, whether described in a proposal, scope of work, invoice, or otherwise (collectively, the “Services”), and supersedes any prior oral or written understandings unless otherwise expressly agreed to in writing by both Parties.
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RECITALS
WHEREAS, Client is engaged in business operations and seeks professional marketing, design, and related services;
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WHEREAS, Vaunt LLC (“Vaunt”) provides website design and development, hosting and support, local search optimization, marketing automation, paid media management, print and branding services, and other creative or marketing solutions (collectively, the “Services”);

WHEREAS, Client wishes to engage Vaunt to provide certain Services, and Vaunt agrees to provide such Services under the terms and conditions of this Agreement;
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NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
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‍1. Scope of Services
‍Vaunt shall perform the services described in the Scope of Work, proposal, or invoice provided to Client (collectively, the “Scope”), which is hereby incorporated into this Agreement by reference. The Scope defines the specific deliverables, timelines, and project details for each engagement.

Any services, deliverables, or tasks not expressly included in the Scope shall be deemed outside the Scope and subject to a separate agreement or additional fees. Vaunt reserves the right to rely solely on the Scope document as the authoritative description of the work to be performed.

2. Pricing & Payment
All fees, rates, and payment terms are as specified in the invoice or proposal issued by Vaunt (collectively, the “Invoice”), which is hereby incorporated into this Agreement by reference. Client agrees to pay all amounts due in accordance with the Invoice and any subsequent invoices issued under this Agreement.

Unless otherwise stated in the Invoice, payment is due upon receipt. Recurring fees shall be automatically charged via Client’s authorized payment method. Work may be suspended or withheld if payment is not received when due.

Services, deliverables, or revisions not included in the Scope or Invoice will be billed at Vaunt’s standard hourly rate or as otherwise agreed in writing.

3. Revisions
Revisions, edits, or adjustments to deliverables are limited as specified in the Scope. If the Scope does not specify a limit, Client shall be entitled to up to two (2) rounds of revisions per deliverable.

Clients subscribed to Vaunt’s VMS (Vaunt Marketing System) service are entitled to unlimited revisions as part of their active subscription, provided such revisions are reasonable in scope and do not constitute full redesigns, rebrands, new feature development, third-party integrations, or repeated changes after approval.

Any additional revisions or requests beyond the above limits shall be billed at Vaunt’s standard hourly rate or as otherwise agreed in writing.

4. Ongoing & Additional Support Services
Vaunt may provide continuing services (“Support Services”) after completion of the initial project or as separately requested by Client. Support Services may include, but are not limited to, hosting, maintenance, accessibility, SEO, paid media management, and post-launch support.

If the Scope or proposal identifies any recurring Support Services (including hosting or maintenance) that begin following project completion, Client hereby authorizes Vaunt to initiate recurring billing once those services commence, even if invoiced or charged at a later date.

Client acknowledges that ongoing hosting and technical support are required for non-VMS projects unless otherwise stated in writing. If Client elects to postpone activation of such services, recurring billing will begin upon site launch, transfer, or Client’s first request for ongoing assistance—whichever occurs first.

All Support Services are billed separately at the rates specified in the applicable Invoice or as subsequently agreed in writing.

5. Ownership, Hosting & Platform Access
Upon full payment, Client owns the final deliverables created specifically for them. Vaunt retains ownership of all proprietary systems, templates, processes, and platform configurations (“Vaunt Materials”). Client receives full editor access for normal use but not administrative control of Vaunt’s hosting infrastructure or tools.

If Client requests migration or transfer of Services to their own hosting, Vaunt will provide export or transfer assistance subject to a one-time transfer fee and technical feasibility. Vaunt is not required to disclose or identify any third-party platforms used to deliver the Services.

6. Client Responsibilities
Client shall provide timely content, feedback, and approvals. Delays may affect delivery timelines. Deliverables are deemed approved if no feedback is received within five (5) business days. Client is responsible for payment of all invoices on time.

7. Intellectual Property
Client affirms ownership or licensing of all materials provided and agrees to indemnify Vaunt from related claims. All rights to final deliverables transfer to Client upon full payment. Vaunt retains ownership of pre-existing assets and internal systems.

8. Limitation of Liability
Vaunt shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of revenue, data, or business outcomes related to the Services.

9. Term & Termination
Either Party may terminate ongoing Services with thirty (30) days’ written notice before the next scheduled payment, provided all outstanding balances are paid. Vaunt may terminate immediately for nonpayment, breach, or unprofessional conduct.

10. Refunds
All payments are non-refundable, regardless of project stage or termination reason.

11. Excusable Delays
Vaunt is not responsible for delays caused by events outside its control, including natural disasters, outages, illness, or vendor failures.

12. Portfolio Usage
Vaunt may display completed work for marketing and portfolio purposes, including on its website and social platforms.

13. Confidentiality
Both Parties shall protect all confidential information disclosed during the Agreement.

14. Service Suspension for Nonpayment
If payment is not received within fourteen (14) days of the due date, Vaunt may suspend hosting, access, or services until payment is received. Reinstatement may include late or administrative fees.

15. Governing Law & Venue
This Agreement shall be governed by the laws of the State of Michigan. Venue lies exclusively in Oakland County, Michigan.

16. Authority
The individual executing or paying under this Agreement certifies they are authorized to bind the Client.

17. Assignment
Vaunt may assign, delegate, or subcontract its rights or obligations under this Agreement as needed to perform Services.

18. Paid Media
At Client’s request, Vaunt may manage paid advertising campaigns. Management fees are billed at twenty percent (20%) of ad spend unless otherwise specified, subject to minimums defined in the Invoice. Vaunt is not responsible for campaign performance, platform errors, or suspensions.

19. Print Services
Vaunt may coordinate print production using approved vendors. Design and coordination may be included in select packages; printing and shipping costs are billed separately. Vaunt is not responsible for misprints, color variations, or carrier delays.

20. Entire Agreement
This Agreement, together with the Scope and Invoice, constitutes the entire understanding between the Parties. Amendments must be in writing and signed by both Parties.

21. Severability
If any provision is invalid or unenforceable, the remaining provisions remain in full force. The Parties shall negotiate in good faith to replace invalid terms with enforceable ones.

22. Agreement Acknowledgment
By signing, authorizing, or submitting payment, Client acknowledges and agrees to all terms contained herein.