Effective Date: 06/27/2025
Welcome to Being Ourselves. These Terms & Conditions (“Terms”) are the foundational agreement between you (“Client,” “you”) and Being Ourselves, LLC (“Ourselves,” “we,” “us”).
This document governs our overall relationship and applies to all work we perform for you, as detailed in any Project, Retainer, or Service Agreement (“Work Agreement”) that you sign with us. By signing a Work Agreement, you are also agreeing to these Terms.
1. Our Relationship & Services
- Our Commitment: We will perform the services described in your specific Work Agreement using professional skill and care, consistent with industry standards.
- Cooperation: We both agree to cooperate in good faith to ensure the work is successful. This means providing necessary information, access, and feedback in a timely manner.
- Our Status: We are an independent contractor, not an employee. We are not attorneys or Certified Public Accountants (CPAs), and our advice should not be taken as a substitute for consultation with qualified legal or financial professionals.
2. Payments & Fees
- Invoicing: All fees and payment schedules will be detailed in your Work Agreement. Unless otherwise specified, we will invoice you monthly.
- Due Dates: Payment is due within thirty (30) days of the invoice date.
- Late Payments: We understand that things happen, but we must charge a late fee for overdue invoices. A fee of 1% per month (or the highest rate permitted by law, whichever is lower) will be applied to any unpaid balance after 30 days.
- Taxes: You are responsible for any applicable sales, use, or other taxes related to the services we provide.
3. Intellectual Property & Ownership
In Plain English: You own the final product we create specifically for you, once it’s paid for. We own the tools and processes we used to create it. You own the content you gave us to use in the work.
- Client Content: You own all materials you provide to us (text, images, data, etc.). You grant us a non-exclusive license to use these materials solely for the purpose of completing the work described in our Work Agreement.
- Our Background IP: We retain full ownership of all our pre-existing intellectual property, including our software, tools, code, methodologies, and know-how. You are granted a worldwide, royalty-free license to use any of our Background IP that is embedded in the final work, but only as part of that final work.
- The Deliverables: The final, finished work we create specifically for you under a Work Agreement (the “Deliverables”) becomes your property upon your final payment for that work. We consider it a “work made for hire.” If for any reason it cannot be a “work made for hire,” we hereby assign all rights to the Deliverable to you.
4. Confidentiality
We both agree to protect each other’s sensitive information. “Confidential Information” includes business plans, client lists, trade secrets, and any other non-public information.
We will not share or use each other’s Confidential Information for any purpose other than performing our obligations under our Work Agreement. This obligation continues even after our work together has ended. This does not apply to information that is already public or that we developed independently.
5. Warranties & Disclaimers
- Our Warranties: We promise that we have the authority to enter into this agreement and that our work will not knowingly infringe on the rights of any third party. We warrant that the services will be performed in a professional and workmanlike manner.
- Your Warranties: You promise that you have the authority to enter into this agreement and that any materials you provide us will not infringe on the rights of any third party.
- Disclaimer: Except for the express warranties stated here, we provide our services “AS IS.” We cannot guarantee specific business outcomes or results. We expressly disclaim any implied warranties, including the warranty of merchantability or fitness for a particular purpose.
6. Limitation of Liability
In Plain English: Our financial liability to each other is limited. We are not responsible for indirect damages like lost profits.
Neither of us will be liable for any indirect, special, or consequential damages (such as lost profits or revenue).
Our total liability to you for any and all claims related to our work together will not exceed the greater of $50,000 or the total fees you have paid us under the applicable Work Agreement. This limitation does not apply in cases of willful misconduct or gross negligence.
7. Indemnification
- Our Indemnity: We will defend you against any third-party claim that the work we created for you infringes on a patent, copyright, or trade secret.
- Your Indemnity: You will defend us against any third-party claim arising from the materials you provided to us or from your use of the Deliverables in a way that violates the law or our agreement.
8. Term & Termination
- Term: These Terms are in effect as long as we have an active Work Agreement and continue to cover any surviving obligations (like Confidentiality) even after termination.
- Termination: Either of us can terminate a specific Work Agreement as outlined within that document. If either party breaches these core Terms, the non-breaching party may terminate the relationship by giving thirty (30) days’ written notice. Upon termination, you agree to pay for all work performed up to the termination date.
9. General Provisions
- Governing Law: This agreement shall be governed by the laws of the State of California. Any legal action shall be brought in the courts of Los Angeles County, California.
- Entire Agreement: These Terms, combined with a specific Work Agreement, constitute the entire agreement between us.
- Force Majeure: Neither party will be liable for delays caused by events beyond their reasonable control, such as natural disasters, acts of government, or other significant disruptions.
- Assignment: Neither of us may assign our rights or obligations under this agreement without the other’s written consent.
- Notices: Any official notice must be sent in writing to the addresses listed in our Work Agreement.