These Master Terms of Service (“Terms”) govern all services provided by CHRZ LLC, a New York limited liability company (“Company,” “we,” “us,” or “our”), to any business client (“Client,” “you,” or “your”).
By clicking acceptance, submitting payment through Stripe, or otherwise purchasing services, Client affirmatively agrees to be legally bound by these Terms. Electronic acceptance constitutes execution of this agreement.
1. Structure of the agreement (very important)
1.1 Modular contract system
This agreement is intentionally structured as a modular system:
- These Terms establish the legal foundation
- The Stripe Checkout Description defines:
- Scope of services
- Deliverables
- Timeframes
- Payment structure
- Minimum terms
- Any exceptions
- There are no implied services.
1.2 Order of precedence
In the event of conflict, the following order applies:
- Stripe Checkout Description (at time of payment)
- These Terms
- Any written communication
- Any verbal communication (which is expressly disclaimed)
2. Client eligibility & commercial use
2.1 Business-to-business only
Client represents and warrants that:
- It is a business entity
- It is not acting as a consumer
- It is purchasing services solely for commercial purposes
2.2 Authority to bind
Client represents that the individual completing checkout has full authority to bind the business entity.
3. Scope of services
3.1 Included services
Services may include, without limitation:
- Marketing strategy and planning
- Copywriting, scripting, VSLs, webinars
- Content creation (email, social, LinkedIn)
- Paid advertising management
- Consulting and advisory services
- Outstaffing (full-time or fractional personnel)
3.2 Excluded services
Unless expressly stated in the Checkout Description, services do not include:
- Legal advice
- Financial advice
- Compliance advice
- Platform approvals
- Media buying guarantees
- Results guarantees
4. Standard of performance & professional care
4.1 Performance standard
Company shall perform services:
- In a commercially reasonable manner
- Consistent with generally accepted industry standards
- Using qualified personnel
4.2 No subjective standards
Client acknowledges that:
- Marketing is subjective
- Strategic disagreement does not constitute breach
- Dissatisfaction alone is not non-performance
5. Absolute no performance guarantees
5.1 Explicit disclaimer
Company does not guarantee:
- Revenue
- Sales
- Leads
- Conversions
- Traffic
- ROAS
- Engagement
- Rankings
- Profitability
- Any specific outcome
5.2 Risk allocation
Client assumes all business risk associated with:
- Marketing execution
- Advertising spend
- Market conditions
- Platform changes
- Competitive landscape
5.3 Case studies & examples
Any examples, testimonials, or case studies:
- Are illustrative only
- Are not typical
- Do not create expectations
6. Non-solicitation (applies to all services)
6.1 Scope
Client shall not, directly or indirectly, during the engagement and for twenty-four (24) months thereafter:
- Hire
- Contract with
- Solicit
- Engage
- Circumvent Company to work with
any Company personnel introduced, assigned, or made available.
6.2 Outstaffing buyout
If Client engages an outstaffed individual:
- Liquidated damages equal to one (1) full year of that individual’s compensation are immediately due.
6.3 All other personnel
For any other Company team member:
- Liquidated damages equal to the greater of:
- One (1) year of compensation, or
- Total fees paid in the prior twelve (12) months
6.4 Reasonableness acknowledgment
Client acknowledges these damages are reasonable estimates and not penalties.
7. Outstaffing terms (if applicable)
7.1 Independent contractor status
All outstaffed personnel:
- Remain Company contractors
- Are not Client employees
- Do not create joint employment
7.2 Client access
- Slack and meetings may be provided
- Task management access only for full-time outstaffing if stated
7.3 No authority or control
Client shall not:
- Direct employment terms
- Discipline personnel
- Represent personnel as Client employees
8. Fees, billing & payment
8.1 Advance payment required
All services are cash-based and require advance payment unless explicitly stated otherwise.
8.2 Flexible structures
Payments may be:
- One-time
- Monthly recurring
- Prepaid term-based
As defined in Stripe checkout.
8.3 Earned upon commencement
All fees are earned immediately upon commencement of work, including:
- Planning
- Research
- Writing
- Strategy
- Setup
- Communication
- Team allocation
- Access provisioning
9. Payment structure & fees earned upon commencement
9.1 Advance payment & earned fees
All services are provided on a prepaid basis unless otherwise expressly stated in the Stripe Checkout Description. Because our services require the immediate allocation of time, resources, and professional expertise, all fees become earned once work has begun. After work begins, payments are not reversible.
9.2 Definition of work commencement
Work is deemed started upon any action taken on Client’s behalf.
9.3 Completion bar
Once the deliverables listed in the Stripe Checkout Description are completed:
- All fees are irrevocably earned
Fees are considered fully earned and final upon completion of the listed deliverables.
9.4 Client delay or inaction
Client-caused delays:
- Do not pause Company’s obligations
- Do not create any right to a refund, credit, or adjustment
- May result in work being deemed accepted or forfeited
9.5 Stripe controls exceptions
Any exception to this policy applies only if it is explicitly stated in the Stripe Checkout Description. If no such exception is stated, all payments are prepaid and earned upon commencement.
9.6 Application to recurring services
For services billed on a recurring basis, each billing period is treated as a separate prepaid service period. Fees for each period are earned upon commencement of work for that period. Once work begins within a billing cycle, the payment for that cycle is fully earned and not reversible, regardless of outcome, satisfaction, or results.
10. Quality disputes: notice & cure
10.1 Notice requirements
Client must:
- Notify Company in writing
- Identify the exact deliverable
- Describe the objective deficiency
10.2 Cure opportunity
Company shall have 7–14 days to correct or re-perform.
10.3 Sole remedy
Client’s sole and exclusive remedy is continued performance or correction of the applicable deliverable. Company will make commercially reasonable efforts to address the issue. Once the deliverable substantially conforms to the Stripe Checkout Description, or reasonable correction efforts have been made, the work shall be deemed complete and accepted.
10.4 Acceptance
Deliverables are deemed accepted if:
- Used
- Not disputed within a reasonable time
- Client fails to respond
11. Intellectual property & licenses
11.1 Client ownership
Upon full payment, Client owns final deliverables created specifically for Client.
11.2 Company reserved rights
Company retains ownership of:
- Templates
- Frameworks
- Systems
- Processes
- Methodologies
- Know-how
11.3 Reuse rights
Company may reuse, adapt, and commercialize any systems or methods without restriction.
12. Term & termination
12.1 Minimum commitments
If a minimum term is stated in checkout, Client may not terminate early without penalty.
12.2 Early termination fee
Early termination results in liquidated damages equal to:
- 50% of remaining contract value
12.3 No relief from payment
Termination does not relieve Client of accrued or future payment obligations.
13. Chargebacks & payment disputes
13.1 No chargebacks
Client agrees not to initiate chargebacks for services rendered and to solve via cure remedies in section 10.
13.2 Improper chargebacks
Improper chargebacks constitute material breach and may result in:
- Immediate termination
- Collection efforts
- Legal action
14. Limitation of liability
14.1 Liability cap
Total liability is capped at fees paid in the three (3) months preceding the claim.
14.2 Excluded damages
No liability for:
- Lost profits
- Lost opportunities
- Indirect or consequential damages
15. Indemnification
Client agrees to indemnify Company against claims arising from:
- Client’s use of deliverables
- Advertising content
- Regulatory issues
- Client misrepresentations
16. Confidentiality & data
Both parties agree to protect confidential information and proprietary data.
17. Force majeure
Company is not liable for delays due to events beyond reasonable control, including platform outages or third-party failures.
18. Governing law & venue
- Governed by New York law
- Exclusive venue: New York courts
19. Miscellaneous
19.1 Independent contractors
The relationship between Company and Client is strictly that of independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, agency, or employment relationship between the parties.
19.2 No authority to bind
Neither party has authority to bind the other to any agreement or obligation unless expressly stated in writing.
19.3 No oral modifications
These Terms may be amended or modified only by:
- A written agreement signed by Company, or
- An updated version of these Terms posted by Company
Verbal statements, emails, Slack messages, or other communications do not modify these Terms.
19.4 Waiver
Failure by Company to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.
19.5 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable:
- The remaining provisions shall remain in full force and effect
- The invalid provision shall be replaced by a valid provision that most closely reflects the original intent
19.6 Assignment
Client may not assign, transfer, or delegate its rights or obligations under these Terms without prior written consent from Company. Company may assign these Terms freely, including in connection with a merger, sale of assets, or corporate restructuring.
19.7 Entire agreement
These Terms, together with the Stripe Checkout Description, constitute the entire agreement between the parties and supersede all prior agreements, proposals, discussions, or representations.
19.8 Survival
The following sections shall survive termination or expiration of the agreement:
- Payment obligations
- Refund policy
- Non-solicitation
- Intellectual property
- Limitation of liability
- Indemnification
- Governing law and venue
- Miscellaneous provisions
19.9 Force majeure
Company shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to:
- Acts of God
- Internet outages
- Platform changes or failures (e.g., ad platforms, email providers)
- Labor disputes
- Government actions
19.10 Electronic communications & signatures
Client consents to receive all communications electronically. Acceptance via Stripe checkout, electronic signature, or payment constitutes legal execution of these Terms.
19.11 Publicity & attribution
Unless otherwise agreed in writing:
- Company may reference Client’s name and logo for marketing purposes
- Company may describe services in general terms without disclosing confidential information
19.12 Interpretation
Headings are for convenience only and shall not affect interpretation. These Terms shall not be construed against the drafting party.
19.13 Counterparts
These Terms may be executed in counterparts, including electronic counterparts, each of which is deemed an original.
19.14 No third-party beneficiaries
These Terms are for the sole benefit of the parties and create no rights in any third party.
19.15 Remedies cumulative
All rights and remedies available to Company are cumulative and not exclusive.
19.16 Equitable relief
Client acknowledges that breach of certain provisions (including non-solicitation, confidentiality, or IP misuse) would cause irreparable harm. Company is entitled to seek injunctive or equitable relief without posting bond.
19.17 Headcount protection
Client agrees it shall not structure engagements, subcontracting, or internal hiring in a manner intended to circumvent the non-solicitation provisions.
20. Revenue share compensation (if applicable)
20.1 Applicability
Certain services may include a revenue share component as specified in the Stripe Checkout Description (“Revenue Share Arrangement” or “Revenue Share” or “Take rate”). If such arrangement is stated at checkout, this Section applies.
20.2 Revenue share rate
Company shall receive the percentage of Gross Revenue specified in the Stripe Checkout Description.
Unless otherwise stated in the Stripe Checkout Description, the revenue share applies to all revenue generated through the funnel, campaign, system, offer, or program developed, managed, or materially influenced by Company.
20.3 Definition of gross revenue
“Gross Revenue” means all revenue actually received by Client from sales generated through the applicable funnel, campaign, system, program, or offer described in the Stripe Checkout Description.
Gross Revenue includes, without limitation:
- Product or program sales
- Course enrollments
- Coaching or consulting sales
- Upsells
- Downsells
- Order bumps
- Subscription payments
- Payment plans and installment payments
Gross Revenue is calculated before deduction of any costs or expenses, including but not limited to:
- Advertising spend
- Payment processor fees
- Platform fees
- Affiliate commissions or payouts
- Contractor costs
- Taxes
- Refunds
- Chargebacks
- Discounts
- Promotional credits
- Operating expenses
20.4 Revenue share duration
The duration of any revenue share arrangement shall be defined in the Stripe Checkout Description at the time of purchase.
Unless otherwise stated in the Stripe Checkout Description, the revenue share arrangement continues for the period specified therein and remains in effect until properly terminated in accordance with these Terms.
20.5 Continuation after initial term
If the Stripe Checkout Description specifies a minimum term and Client does not terminate following the completion of such term, the revenue share arrangement shall continue under the same terms on a month-to-month basis until properly terminated.
20.6 Reporting obligations
Client agrees to maintain accurate books and records relating to Gross Revenue generated through the applicable funnel, campaign, system, program, or offer.
Client shall provide Company with reasonable reporting and visibility into revenue performance, which may include access to:
- Payment processor dashboards
- Sales platform analytics
- Funnel software reporting
- Order or transaction summaries
20.7 Payment of revenue share
Revenue share payments shall be calculated monthly based on Gross Revenue generated during the prior calendar month.
Payment must be made to Company within ten (10) business days following the end of each month.
All revenue share payments shall be made via wire transfer to the bank account designated by Company unless otherwise agreed in writing.
Client shall bear any wire transfer fees associated with payment.
20.8 Audit rights
Company shall have the right, upon reasonable notice, to audit or review records relating solely to the revenue streams, funnels, campaigns, systems, programs, or offers subject to the Revenue Share Arrangement.
Such audit rights include the ability to review:
- Sales reports
- Payment processor records
- Funnel analytics
- Transaction logs
Client agrees to cooperate in good faith and provide reasonable access necessary to verify Gross Revenue calculations.
Audits shall be conducted during normal business hours and in a manner that does not unreasonably disrupt Client’s operations.
20.9 Circumvention
Client shall not restructure, redirect, rename, duplicate, or move sales of the applicable funnel, campaign, system, program, or offer for the purpose of avoiding revenue share obligations.
Revenue generated through any materially similar offer, funnel, program, or sales mechanism derived from or based on Company’s work shall remain subject to the Revenue Share Arrangement for the applicable term.
20.10 Survival
Revenue share obligations survive termination of services for any revenue generated during the applicable revenue share term defined in the Stripe Checkout Description.
21. Recurring payments & cancellation procedure
21.1 Recurring billing
Certain services may be billed on a recurring basis (e.g., monthly) as specified in the Stripe Checkout Description (“Recurring Services”).
21.2 Cancellation notice requirement
To cancel a Recurring Service, Client must provide written notice at least seven (7) calendar days in advance of the next scheduled billing date.
Written notice must be sent via one of the following approved channels only:
- Email to an official Company email address, or
- Written notice sent via the shared Slack workspace or Slack direct message with Company
Verbal requests, text messages, social media messages, or informal communications are not valid notice.
21.3 Effective date of cancellation
- Cancellations become effective at the end of the current billing period following proper notice.
- No prorated refunds or credits are provided for partially used billing periods.
21.4 Fees earned upon commencement
- All fees incurred prior to the effective cancellation date are fully earned and payable.
- Cancellation does not relieve Client of payment obligations for services already rendered, in progress, or scheduled during the notice period.
21.5 Minimum terms still apply
If the Stripe Checkout Description includes a minimum term or fixed engagement period, cancellation requests submitted prior to completion of such term:
- Do not terminate the agreement early, and
- Are subject to the applicable early termination provisions and liquidated damages outlined in these Terms.
21.6 Failure to properly cancel
Failure to provide cancellation notice in accordance with this Section may result in continued billing, for which Client remains responsible.