Master Terms of Service

1. Acceptance & Contract Structure

1.1 Binding Terms

By accessing our Website, submitting an order, clicking "I agree," or using our services, you agree to these Master Terms of Service (the "Terms"). If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.

1.2 Contract Documents

The parties may adopt one or more SOWs, proposals, order forms, insertion orders, or similar documents (each an "SOW"). Each SOW is subject to and governed by these Terms. If there is a conflict: (i) the SOW controls regarding the specific subject matter of the conflict, then (ii) these Terms, and then (iii) any Redpulse policies referenced herein.

1.3 Electronic Communications

You consent to transact electronically and to receive notices electronically. Printing and storage of these Terms is your responsibility.

2. Services; Platform Compliance

2.1 Services

We provide Reddit‑focused digital marketing and related services, which may include: Reddit SEO (AEO/GEO), brand defense and reputation management, subreddit growth/moderation, post/comment management, content strategy and copywriting, analytics/reporting, and consulting (collectively, the "Services"). The exact scope, deliverables, KPIs, and timeline are defined in the applicable SOW.

2.2 Platform Rules & Industry Norms

Our work occurs on third‑party platforms (e.g., Reddit) that maintain their own terms, policies, algorithms, and enforcement practices ("Platform Rules"). Platform Rules and norms are often evolving, context‑dependent, and subject to discretionary enforcement. We will use commercially reasonable efforts to align campaign strategy with Platform Rules and applicable law. We do not represent or warrant that any particular tactic, post, or account activity will be permitted, reach intended audiences, or avoid moderation.

Professional Judgment. You instruct us to exercise professional judgment in designing outreach, community‑management, and growth strategies within this evolving environment. Where reasonable ambiguity exists, you authorize us to proceed in good faith consistent with the SOW, brand guidelines, and historical practice.

Risk Allocation. You acknowledge that platforms may remove content, limit distribution, restrict, or suspend accounts notwithstanding good‑faith compliance. Except to the extent caused by our gross negligence, you accept the platform‑related risks associated with the Services.

Protective Measures. We may pause, modify, or decline tactics we reasonably believe create material risk. We may implement rate‑limits or posting guidelines as protective measures.

2.3 No Control of Platforms

Platforms may change features, remove content, suspend accounts, or throttle reach without notice. We do not control these systems and are not responsible for platform actions or downtime. We may reasonably modify tactics to maintain compliance. To the maximum extent permitted by law, we are not liable for losses arising from platform enforcement decisions, algorithm changes, outages, or anti‑abuse/quality controls, except to the extent caused by our willful misconduct or gross negligence.

2.4 Third‑Party/Independent Accounts

Some Services may involve coordination with independent Reddit users or accounts that are not owned or controlled by Redpulse. Such users post at their discretion and are responsible for their own content. We do not require any user to make a statement they do not wish to make.

2.5 Limited Longevity Guarantee

Notwithstanding the risk allocation provisions in Section 2.4, we guarantee that posts and comments published as part of the Services will remain live on the applicable platform for a period of at least fourteen (14) days from the time of publication.

3. Client Responsibilities

3.1 Access & Cooperation

You will provide timely access to necessary accounts, materials, subject‑matter experts, and decision‑makers; and respond to our questions within the time frames in the SOW (or within five (5) business days if not specified). Failures or delays in providing these resources may extend project timelines and may incur change orders.

3.2 Content & Rights

You are responsible for the accuracy and legality of all information and materials you provide (e.g., product claims, testimonials, trademarks, images, audio/video). You represent you own or have all rights and consents needed for our use and publication.

3.3 Lawful Products

You will not use the Services to promote illegal products/services, or content that is defamatory, obscene, hateful, harassing, discriminatory, or otherwise prohibited by Platform Rules or law.

3.4 Approvals

Unless an SOW states otherwise, your approval is required before publication of original long‑form content. For routine, reactive, or community‑management posts/replies, you authorize us to act under agreed guidelines. If you fail to approve or provide feedback within five (5) business days of our request (or the timeframe specified in the SOW), the content will be considered auto-approved, and you authorize us to proceed with drafting or publication. Once content is approved (whether expressly or via auto-approval), any subsequent request by you to discard, replace, or significantly alter that content will count against the total quota of owed posts or deliverables for the applicable period.

3.5 Claims & Substantiation

You are solely responsible for substantiating objective claims about your products/services (e.g., efficacy, pricing, availability). Upon request, you will furnish substantiation.

4. Fees, Billing & Taxes

4.1 Fees

Fees, billing cycles, and payment methods are set in the SOW or online checkout. Subscription Services auto‑renew for successive terms unless cancelled as stated in the SOW or Section 12.

4.2 Invoicing & Payment

Unless otherwise stated, invoices are due upon receipt. Late amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. You are responsible for reasonable costs of collection, including attorneys' fees.

4.3 Expenses

Pre‑approved out‑of‑pocket expenses (e.g., ad spend, paid tools, creator fees, subreddit promotions) are billable. Ad spend is typically paid directly by you; if we advance funds, we may invoice immediately.

4.4 Taxes

Fees are exclusive of taxes. You shall pay all applicable sales, use, VAT, GST, or similar taxes (excluding taxes based on our net income).

4.5 Chargebacks

Unauthorized chargebacks on valid charges are a material breach. We may assess a reasonable administrative fee and suspend Services pending resolution.

5. Changes, Out‑of‑Scope & Rush Work

5.1 Change Orders

Material changes to scope, assumptions, or schedules require a written change order with any fee/time impacts.

5.2 Out‑of‑Scope

Work not expressly listed in an SOW is out‑of‑scope and billed at our then‑current hourly or per‑unit rates.

5.3 Rush Fee

Requests requiring expedited delivery (e.g., <48 hours) may incur a rush fee.

6. Term; Termination; Suspension

6.1 Term

These Terms commence on the Effective Date and continue until terminated as provided herein. Each SOW has its own term.

6.2 Minimum Term & Termination

Unless an SOW expressly states a different committed term (which shall supersede this section), the initial campaign duration for all Services is ninety (90) days (the "Initial Term"). Following the Initial Term, the Services will automatically renew on a month-to-month basis. You may terminate the Services for convenience upon thirty (30) days' written notice; provided, however, that in no event shall such termination become effective prior to the expiration of the Initial Term. We may terminate the Services for convenience at any time upon written notice to you.

6.3 Cause Termination

Either party may terminate these Terms or an SOW for material breach if the breach is not cured within ten (10) days after written notice. We may terminate immediately for unlawful or non‑compliant requests.

6.4 Suspension

We may suspend Services for non‑payment, suspected fraud, unlawful activity, or platform‑rule violations until resolved.

6.5 Effect of Termination

You will pay for (a) all Services performed and expenses incurred through the effective termination date, and (b) any non‑cancelable commitments. Upon request and payment of undisputed amounts, we will deliver in‑progress work product as practicable. Sections intended to survive (including 2.4, 4, 6.5, 7–11, 13–17) shall survive.

7. Intellectual Property & Licenses

7.1 Pre‑Existing IP

Each party retains ownership of IP it owned prior to the Effective Date or developed independently of the Services ("Background IP").

7.2 Work Product

Except as stated below, upon full payment, we grant you a perpetual, worldwide, non‑exclusive license to use, reproduce, display, and distribute the final, deliverable materials specifically identified in an SOW ("Deliverables") for your internal business and marketing. We retain all ownership in our Background IP, processes, templates, tools, know‑how, and generic skills embodied in the Deliverables. To the extent our Background IP is included in Deliverables, we grant you a non‑exclusive license to use it solely as incorporated in the Deliverables for their intended purpose.

7.3 Content & Marks

You grant us a limited, non‑exclusive, royalty‑free license to use your trademarks, logos, product images, and content solely to provide the Services.

7.4 Third‑Party Assets

Deliverables may contain assets licensed from third parties (e.g., stock media, fonts, analytics scripts). Such assets are subject to their own license terms. We will identify material third‑party license obligations in the SOW or delivery notes.

7.5 Moral Rights

To the extent permitted by law, you and your contributors waive moral rights in content provided for our use in Deliverables.

8. Confidentiality; Publicity

8.1 Confidential Information

"Confidential Information" means non‑public information disclosed by a party that is marked or reasonably understood as confidential. Each party will: (i) use the other's Confidential Information only to perform under these Terms; (ii) not disclose it to third parties except to personnel/contractors under confidentiality obligations; and (iii) protect it with reasonable care. Exclusions apply for information that is public, independently developed, or rightfully obtained from a third party without duty of confidentiality. A compelled disclosure (e.g., by law) is permitted with prompt notice when lawful.

8.2 Publicity

We may list your name and logo as a client on our website and marketing materials, and we may describe the Services performed in factual case studies. You grant us a limited, non-exclusive license to use your trademarks and logos for these specific publicity purposes. You may opt out of this Section 8.2 at any time by sending written notice to legal@redpulse.io.

9. Data; Privacy; Security

9.1 Client Data

As between the parties, you own your data. You grant us a limited right to process Client Data to provide the Services and to improve our services in aggregate/de‑identified form.

9.2 Personal Data

If the Services involve personal data, the parties will comply with applicable privacy laws. A Data Processing Addendum ("DPA") may be incorporated by reference if required by law or requested by you.

9.3 Security

We maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the data we process.

9.4 Records & Monitoring

Community‑management activities may be recorded for quality, training, and audit purposes. You authorize reasonable monitoring within legal limits.

10. Subcontractors; Non‑Solicitation

10.1 Subcontractors

We may use vetted subcontractors/contractors to deliver portions of the Services. We remain responsible for their performance.

10.2 Non‑Solicitation

During the term and for twelve (12) months thereafter, you will not directly solicit for employment or contract any Redpulse personnel or individual subcontractor who worked on your account, except with our written consent. General job ads not targeted at our personnel are permitted. If you hire in breach, a reasonable placement fee equal to 30% of expected first‑year compensation is due.

11. Warranties & Disclaimers

11.1 Mutual

Each party represents it has authority to enter into these Terms and will comply with applicable law.

11.2 Client

You represent that: (i) you have all rights to materials you provide; (ii) your products/services are lawful and safe; (iii) your claims are substantiated; and (iv) use of your materials will not infringe the rights of others.

11.3 Redpulse

We warrant that we will perform Services in a professional and workmanlike manner using reasonable care and skill consistent with industry standards.

11.4 Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT GUARANTEE RESULTS, RANKINGS, REVENUE, OR SPECIFIC KPIs.

12. Term Renewals; Pauses

12.1 Auto‑Renewals

Following the Initial Term, Services automatically renew on a month-to-month basis, unless an SOW expressly states a different renewal term. Either party may give notice of non-renewal (termination) in accordance with the notice periods set forth in Section 6.2.

12.2 Pauses

Upon mutual agreement, the Services may be paused for up to sixty (60) days. Pauses extend term end dates; minimum commitments resume upon un‑pause.

13. Indemnification

13.1 By Client

You will defend, indemnify, and hold harmless Redpulse and our affiliates, and our respective officers, directors, employees, and contractors, from any third‑party claim, demand, loss, or expense (including reasonable attorneys' fees) arising from: (i) your materials, products/services, or instructions; (ii) your breach of these Terms or Platform Rules; or (iii) alleged false advertising, unfair/deceptive acts, or regulatory violations related to your offerings.

13.2 By Redpulse

We will defend, indemnify, and hold you harmless from third‑party claims alleging that Deliverables, as provided by us and used per these Terms, infringe a U.S. intellectual property right, except to the extent the claim arises from your materials, requested specifications, or unauthorized modifications/uses. If such a claim arises, we may procure rights, modify the Deliverables, or refund a reasonable portion of fees for the impacted Deliverable.

13.3 Procedure

Indemnified parties must promptly notify the indemnifying party, give reasonable cooperation, and allow control of the defense, subject to counsel reasonably acceptable to the indemnified party. No settlement may impose obligations or admissions on the indemnified party without written consent.

14. Limitation of Liability

14.1 Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THE APPLICABLE SOW DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.2 Exclusions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS DO NOT APPLY TO (i) YOUR PAYMENT OBLIGATIONS; (ii) BREACH OF CONFIDENTIALITY; OR (iii) INDEMNIFICATION OBLIGATIONS.

15. Dispute Resolution; Arbitration; Class Action Waiver

15.1 Good‑Faith Resolution

The parties will first attempt in good faith to resolve disputes through executive‑level discussions within fifteen (15) days.

15.2 Binding Arbitration

Any dispute not resolved informally will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules; provided, however, that either party may bring an individual action in small claims court if the claim qualifies. The seat of arbitration is Miami-Dade County, Florida, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. You and Redpulse waive any right to a jury trial.

15.3 Class Action Waiver

Disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

16. Miscellaneous

16.1 Independent Contractors

The parties are independent contractors; these Terms do not create a partnership, joint venture, franchise, or employment relationship.

16.2 Assignment

Neither party may assign these Terms without the other's prior written consent, except either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

16.3 Force Majeure

Neither party is liable for failure or delay due to causes beyond its reasonable control (e.g., platform outages, acts of God, labor disputes, governmental actions). Payment obligations are excluded.

16.4 Notices

Notices must be in writing and deemed given when sent by email with confirmation, by courier with tracking, or by certified mail to the addresses in the SOW or as updated by notice.

16.5 Entire Agreement; Updates

These Terms, together with SOWs and incorporated policies, form the entire agreement and supersede prior proposals or understandings on the subject. We may update these Terms by posting a revised version with an updated Effective Date. Material changes will apply prospectively and, for active committed‑term SOWs, upon renewal unless you consent sooner.

16.6 Severability; Waiver

If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remainder remains in effect. Waivers must be in writing and are not ongoing unless stated.

16.7 Governing Law; Jurisdiction

The laws of the State of Florida govern these Terms, without regard to conflicts of law principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in Miami-Dade County, Florida, for any legal action arising out of or related to these Terms that is not subject to arbitration.

16.8 Order of Precedence

If any SOW or policy conflicts with these Terms, Section 1.2 applies.

16.9 Conflict of Interest

We may provide services to other clients, including your competitors, subject to confidentiality.

16.10 Non-Disparagement

During the Term and for one (1) year thereafter, neither party will make any public statement that materially disparages the other party's brand, employees, or services. This does not preclude truthful statements made in legal proceedings or as required by law.

16.11 Headings

Headings are for convenience only and have no legal effect.