Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Biscrest LLC ("Biscrest," "we," "us," or "our") governing your access to and use of our website, services, consultations, and CRM platform (collectively, the "Services").

By accessing or using our Services, booking a consultation, or engaging us for marketing services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into binding contracts
• Not be prohibited from using our Services under applicable law
• Provide accurate and complete information during registration or engagement

If you are accessing or using our Services on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

3. Services Description

3.1 Marketing Services

Biscrest provides marketing consultation and execution services, including but not limited to:

• Strategic marketing consultations and audits
• Performance advertising management (Meta, Google, TikTok, etc.)
• Funnel design and website development
• CRM implementation and automation
• Content strategy and authority building
• Influencer sourcing and UGC coordination
• Analytics and reporting dashboards

3.2 Consultation Services

We offer time-based consultation packages designed to provide strategic guidance, marketing audits, and implementation roadmaps. Specific deliverables are outlined in each package description and confirmed in writing upon booking.

3.3 CRM Platform (Subscription)

The CRM platform provides client management, marketing automation, communication tools, and workflow management. Access is provided on a recurring, month-to-month basis according to the selected tier. You may cancel the CRM Subscription at any time within the app; charges stop at the next billing cycle. No cancellation fees apply.

3.4 CRM Set-Up & Implementation (Professional Services)

CRM Set-Up & Implementation Services are optional, one-time or scoped professional services that may include account configuration, pipeline and workflow design, templates, integrations, data migration, user training, and related consulting. These services are separate from the CRM Subscription and are billed as a fixed fee or milestone-based per a written scope of work.

3.5 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We will make reasonable efforts to notify active clients of material changes that affect contracted services.

4. Account Registration and Security

4.1 Account Creation

To access certain Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

4.2 Account Termination

We reserve the right to suspend or terminate your account at any time for:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• Any reason at our sole discretion with appropriate notice

5. Payment Terms

5.1 Fees and Pricing

Fees for our Services are as follows:

• Consultations: Fixed fees as stated on our website or in consultation packages
• Core Retainer: Custom pricing based on scope and requirements, typically starting at $3,000/month
• CRM Subscription: Tiered, month-to-month software access (e.g., starting at $97/month). Cancelable anytime; no early-termination fees.
• CRM Set-Up & Implementation Services: One-time or scoped professional services fees, separate from the CRM Subscription
• One-Time Services: Project-based pricing as agreed in writing

5.2 Payment Processing

• Consultations are paid in full at the time of booking
• Monthly retainers are billed in advance on a recurring basis
• One-time projects require 50% deposit upfront, with balance due upon completion
• CRM Subscriptions renew automatically each month until canceled in-app; billing stops at the next renewal date. No cancellation fees.
• All payments are processed through secure third-party payment processors
• You authorize us to charge your payment method for all applicable fees

5.3 Late Payments

Late payments may result in:

• Suspension of Services after 5 days past due
• Late fees of 1.5% per month (or the maximum allowed by law)
• Termination of Services after 15 days past due
• Responsibility for all collection costs, including attorney fees

5.4 Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes. You are responsible for paying all taxes associated with your purchase, except for taxes based on our net income.

5.5 Price Changes

We reserve the right to modify our pricing with 30 days' written notice. Price changes will not affect active contracts during their current term.

6. Refund and Cancellation Policy

6.1 Consultations

• Cancellation: Must be made at least 48 hours before scheduled session for full refund
• No-Shows: No refund for missed sessions without proper cancellation
• Satisfaction Guarantee: If unsatisfied, we will either redo the session or refund 50% of the fee (occurs in less than 1.5% of cases)
• Rescheduling: Allowed once per booking without penalty if done 48+ hours in advance

6.2 Monthly Retainer Services

• Minimum Term: 90-day initial commitment required
• After Minimum: Converts to month-to-month with 30-day written notice required for cancellation
• No Refunds: Monthly fees are non-refundable once services have commenced for that period
• Pause Policy: One 30-day pause allowed per year for seasonal businesses (must provide 15 days' notice)
• Work-in-Progress: All deliverables and documentation provided upon cancellation

6.3 CRM Subscription (Software Access)

• Cancel Anytime: You may cancel the CRM Subscription within the app at any time. Cancellation is effective at the end of the then-current billing period.
• No Fees: No early-termination or cancellation fees apply.
• No Proration: Fees already paid for the current period are non-refundable.
• Data Export: You may export your data within 30 days after subscription cancellation.

6.4 CRM Set-Up & Implementation Services (Professional Services)

• Separate from Subscription: CRM Set-Up fees are for professional services and are independent of the CRM Subscription.
• Non-Refundable Once Begun: Set-Up fees become non-refundable once work starts (e.g., discovery, account creation, scoping, or any configuration activity).
• Rescheduling: Reasonable rescheduling is permitted with 5+ business days’ notice; expedited or scope changes may incur additional fees.
• Scope: Deliverables, milestones, and acceptance criteria are defined in the written scope of work and govern change requests.

6.5 One-Time Projects

• Deposits: Non-refundable once work has commenced
• Final Payment: Due upon delivery of agreed deliverables
• Revisions: Included as specified in project agreement; additional revisions billed hourly

7. Client Responsibilities

7.1 Information and Access

To enable us to provide Services effectively, you agree to:

• Provide timely access to necessary accounts, platforms, and data
• Supply accurate business information, goals, and requirements
• Respond to requests for information within reasonable timeframes
• Maintain ownership and administrative access to all advertising accounts
• Ensure we have appropriate permissions and authorizations

7.2 Advertising Budgets

• You are responsible for all advertising spend paid directly to platforms
• We do not mark up or profit from media spend
• You must maintain sufficient budget in advertising accounts
• We are not liable for campaign performance issues caused by budget depletion

7.3 Compliance

• Ensure all products, services, and business practices comply with applicable laws
• Provide accurate information for regulated industries (insurance, healthcare, finance, etc.)
• Obtain necessary licenses, permits, and authorizations for your business
• Comply with advertising platform policies and guidelines
• Provide required disclosures and disclaimers for your industry

7.4 Content and Materials

• Provide necessary brand assets, content, and materials in a timely manner
• Ensure you have rights to all content you provide to us
• Review and approve deliverables within agreed timeframes
• Understand that delays in providing materials may impact project timelines

8. Intellectual Property

8.1 Your Content

You retain all ownership rights to content, materials, and data you provide to us ("Client Content"). By providing Client Content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing Services to you.

8.2 Deliverables

Upon full payment, you own all deliverables created specifically for you, including:

• Custom creative assets (ad designs, graphics, videos)
• Website and landing page designs
• Written content created for your business
• Strategy documents and roadmaps

8.3 Biscrest Property

We retain all rights to:

• Our methodologies, processes, and frameworks
• Templates and tools developed by Biscrest
• The Biscrest brand, logo, and trademarks
• Our CRM platform and proprietary software
• Pre-existing intellectual property and know-how

8.4 Third-Party Tools

Any third-party tools, platforms, or software used in providing Services remain the property of their respective owners and are subject to their terms of service.

8.5 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to:

• Include your company name and logo in our client list
• Display work created for you in our portfolio
• Create case studies showcasing results (with your approval)
• Use anonymized performance data for benchmarking and analysis

9. Confidentiality

9.1 Confidential Information

Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party ("Confidential Information"), including but not limited to:

• Business strategies, financial information, and trade secrets
• Customer data, proprietary processes, and methodologies
• Marketing plans, campaign strategies, and performance data
• Technical information, software, and platform configurations

9.2 Obligations

The receiving party agrees to:

• Use Confidential Information solely for providing or receiving Services
• Not disclose Confidential Information to third parties without written consent
• Protect Confidential Information using reasonable security measures
• Return or destroy Confidential Information upon request

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed pursuant to legal requirements

9.4 Data Processing

For clients in regulated industries or subject to GDPR/CCPA, we will execute a separate Data Processing Agreement outlining our obligations as a data processor.

10. Warranties and Disclaimers

10.1 Our Warranties

Biscrest warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary expertise and authority to provide Services
• Services will comply with applicable laws and regulations
• We will use commercially reasonable efforts to meet agreed timelines

10.2 No Guarantee of Results

IMPORTANT: While we employ proven strategies and best practices, we make no guarantee regarding:

• Specific results, outcomes, or performance metrics
• Return on investment (ROI) or revenue generation
• Website traffic, leads, sales, or conversion rates
• Search engine rankings or social media engagement
• Campaign performance or advertising platform approval

Marketing success depends on numerous factors outside our control, including market conditions, competition, product quality, pricing, and platform algorithm changes.

10.3 Platform Changes

We are not responsible for:

• Changes to third-party platforms, policies, or algorithms
• Account suspensions or bans by advertising platforms
• Platform bugs, downtime, or technical issues
• Changes in advertising costs or availability

10.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11. Limitation of Liability

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BISCREST, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• DAMAGES ARISING FROM USE OR INABILITY TO USE OUR SERVICES

11.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BISCREST IN THE 12 MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

11.3 Exceptions

These limitations do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

11.4 Basis of the Bargain

You acknowledge that these limitations are an essential element of these Terms and that we would not provide Services to you without these limitations.

12. Indemnification

You agree to indemnify, defend, and hold harmless Biscrest, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of our Services
• Your violation of these Terms or applicable law
• Your violation of any third-party rights, including intellectual property rights
• Any content or information you provide to us
• Your products, services, or business practices
• Claims by third parties related to your advertising campaigns or marketing activities
• Non-compliance with advertising platform policies
• Regulatory violations in your industry

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense. You agree to cooperate with our defense of such claims.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at support@biscrest.com. We will attempt to resolve the dispute informally within 60 days. If we cannot resolve the dispute informally, either party may initiate arbitration.

13.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or our Services shall be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be held in the United States in the county where you reside or another mutually agreed location.

13.3 Class Action Waiver

YOU AND BISCREST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Unless both you and Biscrest agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

13.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [State], United States, without regard to its conflict of law provisions.

14. Term and Termination

14.1 Term

These Terms commence when you first access or use our Services and continue until terminated in accordance with this section.

14.2 Termination by You

• Ceasing all use of our Services
• Closing your account (if applicable)
• Providing written notice as required by your service agreement
• CRM Subscription: You may cancel anytime in the app; no cancellation fees; access continues until the end of the current billing period.
• Important: Canceling the CRM Subscription does not automatically cancel any active CRM Set-Up or retainer agreements; those are governed by their respective terms.

14.3 Termination by Us

• Breach of these Terms
• Non-payment of fees
• Fraudulent, abusive, or illegal activity
• At our discretion with 30 days' written notice
• Software Access vs. Services: We may suspend software access (CRM Subscription) separately from professional services, and vice-versa, depending on the issue.

14.4 Effect of Termination

• Your right to use our Services immediately ceases (or at period end for CRM Subscription cancellations)
• You remain liable for all fees incurred prior to termination
• We will provide work-in-progress and deliverables completed to date
• You must cease use of any Biscrest intellectual property
• Sections related to payment, liability, indemnification, and dispute resolution survive termination
• Data Export: For CRM Subscription cancellations, you have 30 days to export your data.

14.5 Data Retention

Following termination:

• You have 30 days to export your data from our CRM platform
• We may retain certain information as required by law or for legitimate business purposes
• Confidential information remains subject to confidentiality obligations

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed service agreements, constitute the entire agreement between you and Biscrest regarding the use of our Services and supersede all prior agreements and understandings.

15.2 Amendments

We may modify these Terms at any time by posting revised Terms on our website. Material changes will be communicated via email or prominent website notice. Your continued use of Services after changes are posted constitutes acceptance of the revised Terms.

15.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

15.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15.8 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

15.9 Notice

Notices to Biscrest must be sent to support@biscrest.com. Notices to you will be sent to the email address associated with your account. Notice is deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

15.10 Survival

All provisions which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

16. Acceptable Use Policy

You agree not to use our Services to:

16.1 Prohibited Activities

• Violate any applicable law, regulation, or third-party rights
• Promote illegal products, services, or activities
• Engage in fraudulent, deceptive, or misleading practices
• Distribute malware, viruses, or harmful code
• Interfere with or disrupt our Services or servers
• Attempt to gain unauthorized access to any systems or data
• Impersonate any person or entity or falsely represent affiliation
• Harass, abuse, or harm another person or entity
• Collect or harvest personal information without consent
• Use automated systems to access Services without permission

16.2 Prohibited Content

You may not provide or promote content that:

• Infringes intellectual property rights
• Contains hate speech, violence, or discrimination
• Involves adult content, gambling, or controlled substances (unless legally compliant)
• Makes false or unsubstantiated claims
• Violates advertising platform policies

16.3 Consequences

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of Services
• Removal of content or campaigns
• Reporting to relevant authorities
• Legal action to recover damages

17. Contact Information

If you have any questions about these Terms of Service, please contact us:

Legal Inquiries

For legal notices or formal communications, please include:

• Clear subject line indicating "Legal Notice" or "Terms Inquiry"
• Your full name and contact information
• Detailed description of your inquiry or concern
• Any relevant account or contract information

We will respond to all legitimate inquiries within 10 business days.