TERMS AND CONDITIONS
Last Updated: 8/1/2026
The specific services, deliverables, pricing, billing schedule, term, and other engagement-specific requirements will be described in the applicable proposal, service agreement, statement of work, order form, or other written agreement (collectively, the “Service Agreement”).
These Terms apply only to Services purchased by Client. Provisions relating exclusively to Services Client has not purchased do not apply.
Services outside the agreed scope require Client approval and may require additional fees, Work Block hours, revised timelines, or a separate Service Agreement.
1. SERVICES & AGREEMENTS
The specific services, deliverables, pricing, billing schedule, term, and other engagement-specific requirements will be described in the applicable proposal, service agreement, statement of work, order form, or other written agreement (collectively, the “Service Agreement”).
These Terms apply only to Services purchased by Client. Provisions relating exclusively to Services Client has not purchased do not apply.
Services outside the agreed scope require Client approval and may require additional fees, Work Block hours, revised timelines, or a separate Service Agreement.
Order of Precedence
If there is a conflict between documents governing the Services, the following order of precedence applies:
- An executed written addendum or amendment;
- The applicable executed Service Agreement; and
- These Terms.
2. PROFESSIONAL STANDARD OF CARE
OB will perform the Services using the degree of professional skill and care reasonably expected of a provider performing substantially similar marketing, creative, strategy, website, advertising, or technology services under similar circumstances.
Client acknowledges that professional strategy, marketing, design, creative, and consulting services involve judgment and may produce multiple reasonable approaches or recommendations.
OB does not warrant perfection, error-free performance, or satisfaction with every subjective creative or strategic decision.
Nothing in these Terms creates a fiduciary relationship between OB and Client.
4. CLIENT INFORMATION & DATA
OB may rely upon information, analytics, financial information, reports, performance data, representations, and other materials supplied by Client or Client’s third-party systems without independently auditing or verifying all such information unless verification is expressly included in the Services.
Client is responsible for providing materially accurate and complete information necessary for OB to perform the Services.
OB is not responsible for conclusions, recommendations, forecasts, strategies, or other work materially affected by inaccurate, incomplete, outdated, or misleading information supplied by Client or third-party systems outside OB’s control.
5. CLIENT APPROVALS
Where Client approval is requested, Client’s approval authorizes OB to proceed with the applicable content, creative, campaign, website change, strategy, messaging, offer, or other work.
Client is responsible for reviewing factual claims, pricing, product or service information, legal disclosures, trademarks, organizational representations, promotional terms, and other Client-specific information before approval.
OB may reasonably rely upon approvals provided by Client’s authorized representatives.
OB is not responsible for losses resulting from inaccurate, incomplete, unlawful, infringing, or misleading information supplied or approved by Client, except to the extent OB knowingly introduces the applicable error after Client’s approval.
6. SCOPE CHANGES & ADDITIONAL WORK
Requests, revisions, dependencies, technical conditions, additional deliverables, or requirements not reasonably contemplated within the original scope may constitute additional Services.
OB will notify Client when OB reasonably determines that a request materially changes the agreed scope.
Additional work may require:
- Work Block hours;
- Additional fees;
- Revised timelines; or
- A separate proposal or Service Agreement.
For website and technology Services, discovery of pre-existing technical defects, malware, unsupported software, incompatible plugins, undocumented custom code, accessibility issues, third-party integration problems, or other conditions not reasonably discoverable before work begins may require additional scope and fees.
OB will not knowingly perform material out-of-scope billable work without Client approval.
7. PAYMENT
Fees and billing schedules are established in the applicable Service Agreement.
Unless otherwise stated in the Service Agreement:
- OB’s preferred payment method is ACH;
- Credit-card payments may be subject to the processing fee disclosed at checkout or on the applicable invoice;
- Client agrees to maintain a valid payment method for recurring Services;
- Payments are due according to the schedule stated in the Service Agreement;
- All payments are made in U.S. dollars; and
- Client is responsible for applicable taxes, excluding taxes imposed on OB’s income.
If payment is not received when due or cannot be successfully processed, OB may pause Services, Client Portal requests, scheduled work, hosting support, or other Services until the account is brought current.
OB is not responsible for delays or performance impacts resulting from a payment-related pause.
Late Payments & Collections
Amounts remaining unpaid after their due date may accrue a late fee of 1.5% per month or the maximum amount permitted by applicable law, whichever is less.
If an account remains unpaid, OB may pursue reasonable collection efforts.
To the extent permitted by law, Client will be responsible for reasonable collection costs, attorneys’ fees, and court costs incurred in collecting undisputed overdue amounts.
Alternative payment arrangements—including payment by check, invoicing, or different billing terms—may be established in the applicable Service Agreement or written addendum.
8. REFUNDS & CREDITS
Except where expressly stated otherwise in an applicable Service Agreement or required by law, fees paid to OB are non-refundable once the applicable Services have begun, professional resources have been reserved or used, third-party expenses have been incurred, or deliverables have been provided.
Client dissatisfaction with creative direction, strategy, recommendations, marketing performance, business results, fundraising results, platform performance, or other subjective outcomes does not, by itself, entitle Client to a refund.
Prepaid Work Blocks are non-refundable and have no cash value.
If Client believes OB has materially failed to provide a specifically contracted deliverable due solely to OB’s actions, Client must provide written notice describing the deficiency and allow OB a reasonable opportunity to investigate and, where reasonably possible, correct or re-perform the affected Service.
Where a deficiency can reasonably be cured, correction or re-performance of the affected Service will be Client’s primary remedy before a refund or credit is considered.
Nothing in this Section limits rights that cannot lawfully be waived.
9. SERVICE CONCERNS & OPPORTUNITY TO CURE
Client agrees to notify OB in writing of any material concern regarding the Services within a reasonable period after becoming aware of the issue.
The notice must describe the concern with sufficient detail for OB to reasonably investigate and respond.
Before pursuing a claim based upon an alleged failure to perform the Services, Client will provide OB a reasonable opportunity to investigate and, where reasonably possible, cure or re-perform the affected Services.
Client’s continued use, publication, approval, or acceptance of a deliverable after becoming aware of an alleged deficiency may be considered when determining whether the deliverable was accepted.
SERVICE-SPECIFIC TERMS
10. FLEXIBLE WORK BLOCKS
Work Blocks are prepaid pools of professional service hours that may be used for approved OB Services.
Rollover
Unused Work Block hours roll over and remain available for future use while Client maintains an active relationship with OB, unless otherwise stated in the applicable Service Agreement.
Work Block hours:
- Are prepaid and non-refundable;
- Have no cash value;
- May not be transferred to another person or organization without OB’s written approval; and
- Are deducted based upon actual time spent performing approved work.
Hours included as part of a retainer, maintenance plan, promotional offer, continuity agreement, or other service arrangement are not Work Block hours and do not roll over unless expressly stated otherwise.
Use of Time
Work Block time may include strategy, research, analysis, meetings, client communication, content creation, creative development, implementation, development, testing, quality assurance, revisions, reporting, project coordination, and other work reasonably necessary to complete an approved request.
OB’s time records will serve as the official record of hours used.
Any estimate of hours is a good-faith estimate based upon information reasonably available at the time and is not a guarantee of the exact time required.
If OB reasonably expects a request to exceed Client’s available balance or approved scope, OB will notify Client before proceeding with additional billable work.
Monthly Work Blocks
When Client purchases Work Blocks on a recurring monthly basis, the applicable payment method will be charged according to the renewal schedule established in the Service Agreement.
Client may cancel future monthly Work Block purchases before the next renewal date. Cancellation prevents future purchases but does not refund previously purchased or unused hours.
11. STRATEGIC PRODUCTS
Strategic product – including Clarity Runs and Strategic Resets – are professional advisory and planning engagements based upon information reasonably available to OB at the time the work is performed.
Unless otherwise stated in the Service Agreement, strategic products require payment in full before work begins.
Because research, analysis, and professional services begin after purchase, Strategic Product sales are final and non-refundable once work begins.
Recommendations, priorities, projections, forecasts, estimated implementation hours, opportunities, financial models, and anticipated outcomes represent OB’s professional judgment based upon available information and are not guarantees.
Implementation of strategic recommendations is not included unless expressly stated in the applicable Service Agreement.
12. MARKETING, ADVERTISING & COMMUNICATION SERVICES
When Client purchases marketing, advertising, SEO, social media, content, email, creative, consulting, or related Services, OB will perform the Services described in the applicable Service Agreement.
Marketing objectives vary by Client and may include sales, revenue, leads, donations, membership, participation, awareness, engagement, traffic, subscriptions, community growth, or other organizational goals.
Client acknowledges that outcomes are influenced by factors outside OB’s control, including market conditions, competition, audience behavior, budgets, Client operations, economic conditions, third-party platforms, algorithms, and changes made by Client or other providers.
OB does not guarantee any specific:
- Revenue, profitability, sales, donations, or fundraising results;
- Number or quality of leads, customers, members, donors, or supporters;
- Return on advertising spend;
- Search-engine ranking;
- Website traffic;
- Conversion rate;
- Advertising cost or placement;
- Social-media reach, engagement, or follower growth;
- Email delivery, open, click, or conversion rate;
- Platform distribution; or
- Visibility within search engines, AI platforms, recommendation engines, or other third-party discovery systems.
13. PAID ADVERTISING
When OB manages paid advertising, Client will provide appropriate access to applicable advertising accounts and platforms.
Unless expressly agreed otherwise:
- Client owns and funds its advertising accounts;
- Media spend is paid directly by Client to the applicable advertising platform;
- OB’s management fees do not include media spend;
- Client is responsible for approving its overall advertising budget; and
- OB may make routine campaign optimizations within the agreed strategy, scope, and budget.
Material changes to budget, positioning, offers, or strategy will be handled according to the approval process established with Client.
OB is not responsible for platform billing errors, account suspensions, advertising disapprovals, invalid traffic, policy decisions, or other acts or omissions of advertising platforms outside OB’s reasonable control.
14. WEBSITE DESIGN, DEVELOPMENT & MAINTENANCE
Website design, development, maintenance, programming, content changes, technical support, and related Services are limited to the scope described in the applicable Service Agreement.
Project timelines depend upon Client responsiveness, approvals, content delivery, third-party systems, technical conditions, and other dependencies.
OB will use commercially reasonable efforts to test work before delivery or publication but does not warrant that any website will be completely error-free, compatible with every device or browser, continuously available, or immune from future software, compatibility, or security issues.
Changes made by Client or third parties after OB’s work is completed may affect website functionality. Repairs or remediation resulting from such modifications are outside the original scope unless otherwise agreed.
15. WEBSITE HOSTING, SECURITY & BACKUPS
When Client purchases managed hosting, OB will provide the hosting-related Services described in the applicable Service Agreement.
Depending upon the hosting plan, Services may include hosting administration, routine backups, software or plugin maintenance where reasonably practicable, security monitoring, and technical support related to the hosted website.
Hosting may rely upon third-party infrastructure and providers, including hosting platforms, domain registrars, DNS providers, WordPress, plugins, integrations, and internet infrastructure outside OB’s control.
OB will use commercially reasonable efforts to maintain website availability and respond to hosting-related issues but does not guarantee uninterrupted or error-free operation or that any website or hosting environment will be immune from unauthorized access, malware, vulnerabilities, cyberattacks, or other security incidents.
Unless otherwise stated in writing, Client retains ownership and control of its domain name.
OB may maintain routine backups as part of certain hosting Services; however, unless expressly stated otherwise in a Service Agreement, Client remains responsible for retaining copies of business-critical records, data, content, and files.
OB’s hosting environment and Client Portal are not intended to serve as Client’s sole archival or records-retention system.
Upon termination of hosting Services and payment of all amounts due, OB will reasonably cooperate with Client or Client’s designated provider to facilitate transfer of the website. Substantial migration or technical work may be separately billed with Client approval.
16. E-COMMERCE
When Services involve an e-commerce website or business, Client is responsible for its products and services, pricing, taxes, shipping, fulfillment, returns, refunds, warranties, product claims, customer service, payment-processing requirements, inventory, and other commercial obligations.
Client is responsible for ensuring its products, services, claims, offers, promotions, and business practices comply with applicable laws and platform requirements.
OB does not act as Client’s seller, merchant of record, payment processor, fulfillment provider, tax advisor, or legal/compliance advisor unless expressly agreed otherwise in writing.
17. NONPROFITS, CHARITIES & OTHER ORGANIZATIONS
When Client is a nonprofit, charity, association, public-interest organization, governmental or quasi-governmental organization, or similar entity, Client remains responsible for compliance with laws and regulations applicable to its organizational status, fundraising, charitable solicitations, donor communications, disclosures, tax status, grants, public records, restricted funds, or other specialized requirements.
OB may assist with fundraising campaigns, donation experiences, membership marketing, community engagement, advertising, communications, websites, or related Services but does not provide legal, tax, fundraising-registration, governmental-procurement, or regulatory advice.
Client is responsible for reviewing and approving claims regarding its mission, programs, impact, use of funds, tax deductibility, charitable status, governmental authority, and other organizational representations before publication.
TECHNOLOGY, CONTENT & INTELLECTUAL PROPERTY
18. THIRD-PARTY PLATFORMS & SERVICES
OB’s Services may depend upon third-party platforms, software, hosting providers, advertising networks, search engines, social networks, APIs, plugins, analytics systems, email platforms, stock-media providers, AI providers, and other technologies outside OB’s control.
OB is not responsible for third-party:
- Outages or interruptions;
- Account restrictions, suspensions, or termination;
- Algorithm, policy, or functionality changes;
- Advertising disapprovals;
- API or integration failures;
- Data loss;
- Pricing changes;
- Security incidents outside OB’s reasonable control; or
- Discontinuation or modification of products or services.
OB may assist Client with third-party account issues, compromised accounts, appeals, recovery efforts, or reinstatement when within scope, but OB does not control and cannot guarantee restoration, reinstatement, recovery, or any particular decision by a third-party provider.
OB will use commercially reasonable efforts to address issues affecting the Services that are within OB’s reasonable control.
19. ARTIFICIAL INTELLIGENCE & TECHNOLOGY-ASSISTED TOOLS
OB may use artificial intelligence, automation, analytics, and other technology-assisted tools to support research, analysis, strategy, creative development, production, optimization, and delivery of Services.
These technologies are part of OB’s ordinary methods of performing Services and are used to support and accelerate professional work.
OB remains responsible for the professional judgment applied to deliverables provided to Client.
Client acknowledges that technology-assisted outputs may require human review, editing, verification, or refinement.
Use of technology-assisted tools does not, by itself, constitute a reduction in the agreed scope of Services, improper delegation of professional responsibility, or grounds for a refund or fee reduction.
OB will use commercially reasonable care when determining what Client information is appropriate to process through third-party technology providers.
20. CLIENT CONTENT & CLAIMS
Client is responsible for the accuracy and legality of information, claims, offers, pricing, product descriptions, organizational statements, disclosures, and other substantive information supplied or approved by Client.
Client represents that materials supplied to OB—including text, photographs, graphics, trademarks, logos, videos, data, testimonials, and other content—are owned by Client or properly licensed for the intended use.
OB may rely upon Client’s approval as confirmation that Client has reviewed and authorized applicable material for publication.
21. INTELLECTUAL PROPERTY
Client Materials
Client retains ownership of materials, data, trademarks, content, and other intellectual property supplied by Client to OB.
Final Work Product
Upon full payment of all amounts due for the applicable Services, Client owns the final custom deliverables created specifically for Client and delivered under the applicable Service Agreement, except for OB Background Materials and third-party materials.
OB Background Materials
OB retains ownership of its pre-existing and reusable methodologies, frameworks, processes, templates, systems, prompts, tools, workflows, know-how, production techniques, reusable code, components, concepts, and other intellectual property (“OB Background Materials”).
To the extent OB Background Materials are incorporated into a final paid deliverable, Client receives a perpetual, non-exclusive license to use those materials as reasonably necessary to use the final deliverable.
Third-Party Materials
Stock photography, fonts, software, plugins, templates, licensed assets, AI services, and other third-party materials remain subject to the applicable provider’s licensing terms.
OB cannot transfer ownership rights it does not possess.
22. PORTFOLIO RIGHTS
Unless prohibited by a confidentiality agreement or otherwise agreed in writing, OB may identify Client by name and display publicly released work created for Client in OB’s portfolio, website, social media, case studies, proposals, presentations, and other marketing materials.
OB will not publicly disclose Client confidential information, unreleased materials, sensitive data, or non-public performance information without authorization.
23. CONFIDENTIALITY
Each party may receive confidential or proprietary information belonging to the other party.
Each party agrees to use confidential information only as reasonably necessary to perform or receive the Services and to take reasonable measures to prevent unauthorized disclosure.
Confidential information does not include information that:
- Is publicly available through no breach of these Terms;
- Was lawfully known before disclosure;
- Is lawfully received from a third party without confidentiality restrictions; or
- Is independently developed without use of the other party’s confidential information.
A party may disclose confidential information when legally required to do so.
24. PRIVACY, ACCESSIBILITY & REGULATORY COMPLIANCE
OB provides strategy, marketing, creative, website, advertising, and technology Services.
OB does not provide legal, tax, accounting, regulatory, privacy, accessibility, healthcare-compliance, fundraising-registration, or other professional compliance advice.
Unless expressly agreed otherwise in writing, Client is responsible for determining and complying with laws and regulations applicable to its organization, business, website, products, services, marketing, data, customers, donors, members, or users.
Depending upon Client’s activities, these may include requirements involving:
- Privacy and data protection;
- Cookies and tracking technologies;
- Email and text-message marketing;
- Accessibility;
- E-commerce and consumer protection;
- Healthcare information;
- Financial services;
- Charitable solicitations and fundraising;
- Intellectual property;
- Sweepstakes and promotions; and
- Industry-specific advertising or disclosure requirements.
Client should consult qualified legal or compliance professionals regarding its specific obligations.
RISK, LIABILITY & TERMINATION
25. NO GUARANTEE OF RESULTS
OB will perform the Services in a professional and commercially reasonable manner consistent with Section 2.
Client acknowledges that business, organizational, marketing, fundraising, technology, advertising, and creative outcomes depend upon numerous factors outside OB’s control.
No statement, recommendation, projection, estimate, strategy, forecast, prior result, case study, anticipated outcome, or estimated implementation time constitutes a guarantee of future performance.
Except as expressly stated in a Service Agreement, Services are provided without warranties of merchantability, fitness for a particular purpose, or any particular business or organizational result to the fullest extent permitted by law.
26. INDEMNIFICATION
Each party (“Indemnifying Party”) will defend, indemnify, and hold harmless the other party and its officers, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from the Indemnifying Party’s gross negligence, willful misconduct, material breach of its representations or warranties, or violation of applicable law.
Client will additionally indemnify OB from third-party claims arising from Client-supplied or Client-approved content, products, services, data, instructions, claims, representations, trademarks, intellectual property, or other materials, except to the extent the claim results from OB’s gross negligence or willful misconduct.
The party seeking indemnification must provide reasonably prompt notice of the claim and reasonable cooperation in the defense.
27. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, OB will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost sales, lost donations, lost fundraising opportunities, loss of goodwill, loss of business opportunity, lost anticipated savings, loss of data, business interruption, reputational harm, or the cost of substitute services, regardless of whether OB was advised that such damages were possible.
Except for liabilities that cannot lawfully be limited, and liabilities arising from OB’s gross negligence or willful misconduct, OB’s total aggregate liability arising from or relating to an applicable Service Agreement will not exceed the fees actually paid to OB under that Service Agreement during the six (6) months immediately preceding the event giving rise to the claim.
To the fullest extent permitted by applicable law, these limitations apply regardless of whether a claim arises in contract, tort, negligence, strict liability, or another legal theory, including claims based upon alleged ordinary negligence.
Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.
28. TERM & TERMINATION
Month-to-Month Services
Unless otherwise stated in the applicable Service Agreement, recurring month-to-month Services may be terminated by either party upon thirty (30) days’ written notice.
Fixed-Term Agreements
If a Service Agreement establishes a six-month, twelve-month, or other fixed commitment, Client remains responsible for fees associated with the committed term unless otherwise stated in the Service Agreement.
If Client terminates a fixed-term agreement early without cause, amounts remaining under the committed term may become due as provided in the applicable Service Agreement.
Termination for Breach
Either party may terminate an agreement for a material breach that remains uncured for thirty (30) days after written notice, unless the breach cannot reasonably be cured.
OB may suspend or terminate Services for nonpayment, unlawful activity, misuse of Services, abusive or threatening conduct toward OB personnel, or circumstances that reasonably prevent OB from safely or lawfully continuing the engagement.
Termination does not eliminate payment obligations for Services already performed, purchased Work Blocks, committed fees, approved third-party expenses, or other amounts properly incurred before termination.
29. DISPUTE RESOLUTION
Before initiating litigation arising from the Services, the parties agree to make a good-faith effort to resolve the dispute through direct discussion between representatives authorized to resolve the matter.
If the dispute cannot be resolved through direct discussion, the parties agree to participate in non-binding mediation in Pennsylvania before initiating litigation, except where immediate legal action is reasonably necessary to seek emergency injunctive relief, collect undisputed overdue amounts, preserve a claim before an applicable limitations period expires, or protect intellectual property or confidential information.
Each party will bear its own attorneys’ fees and will share the mediator’s fees equally unless otherwise agreed.
30. FORCE MAJEURE
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, government action, epidemics, widespread utility or telecommunications failures, cyberattacks, labor disruptions, or significant failures of third-party infrastructure.
Deadlines materially affected by such events will be reasonably extended.
Payment obligations for Services already performed or expenses already incurred are not excused by a force majeure event.
GENERAL TERMS
31. INDEPENDENT CONTRACTOR
OB is an independent contractor and is not an employee, partner, joint venturer, fiduciary, or agent of Client.
OB may use qualified employees, contractors, specialists, and service providers to perform portions of the Services and remains responsible for managing work performed by its team.
Nothing in these Terms gives OB authority to legally bind Client unless Client expressly grants such authority in writing.
32. CLIENT PORTAL & FILE RETENTION
OB may use the Obviously Brilliant Client Portal to provide project updates, deliverables, work requests, time records, files, and other information.
Files and deliverables may remain available through the Client Portal for approximately ninety (90) days following completion or delivery.
Client is responsible for downloading and retaining copies of files it wishes or is legally required to preserve.
The Client Portal is provided as a convenience and is not intended to serve as Client’s permanent document-storage, backup, archival, or records-retention system.
33. GOVERNING LAW
These Terms and applicable Service Agreements are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.
Subject to the dispute-resolution requirements above, any legal proceeding arising from these Terms or Services will be brought in a court of competent jurisdiction in Pennsylvania unless otherwise agreed in writing.
34. ASSIGNMENT
Neither party may assign an applicable Service Agreement without the other party’s written consent, except that OB may assign an agreement in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or similar business transaction.
35. CHANGES TO THESE TERMS
Changes to the scope, pricing, commitment period, or other material commercial terms of an executed Service Agreement must be agreed to in writing.
OB may update these global Terms from time to time.
Material updates will apply prospectively and will not retroactively change the material commercial terms of an existing executed Service Agreement unless agreed by the parties.
36. NOTICES
Formal notices under these Terms or an applicable Service Agreement may be delivered by email to the primary business contact identified by each party unless the applicable Service Agreement requires another method.
37. GENERAL PROVISIONS
Entire Agreement. These Terms, together with the applicable Service Agreement and any executed addenda or amendments, constitute the entire agreement concerning the applicable Services and supersede prior discussions or communications concerning those Services.
Severability. If any provision is determined to be invalid or unenforceable, the remaining provisions remain in effect.
Waiver. Failure by either party to enforce a provision does not waive its right to enforce that provision later.
Headings. Section headings are provided for convenience and do not affect interpretation.
Electronic Acceptance. Electronic signatures, electronic acceptance, and electronically executed agreements have the same effect as originals.
Survival. Provisions that by their nature should continue following termination – including payment obligations, confidentiality, intellectual property, indemnification, disclaimers, dispute provisions, and limitations of liability – survive termination.