Terms &
Conditions

Acceptance of Terms

These Terms and Conditions ("Agreement") constitute a legally binding contract between you ("Client," "you," or "your") and American Branding LLC ("American Branding," "we," "us," or "our"), a digital agency incorporated under the laws of the State of New York, United States of America.

By engaging our services, signing a proposal, submitting a deposit or full payment, or otherwise communicating acceptance of a project scope, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. If you do not agree to these terms, you must not engage our services.

These terms apply to all services rendered by American Branding, including but not limited to brand identity design, web design and development, paid advertising management, search engine optimization, social media management, e-commerce solutions, digital marketing strategy, and copywriting and brand deck creation.

American Branding reserves the right to update or modify these Terms and Conditions at any time without prior notice. Continued use of our services following any modifications constitutes your acceptance of the revised terms. It is your responsibility to review these terms periodically.

Services & Scope of Work

American Branding provides digital marketing, branding, design, and development services as outlined in the proposal, statement of work, or service agreement provided to you prior to project commencement. The specific deliverables, timelines, and inclusions for each project are defined in the individual project proposal or service agreement and are incorporated into these terms by reference.

Any work or deliverables not explicitly listed in the agreed-upon scope of work will be considered out of scope and may require a separate agreement and additional payment. American Branding is not obligated to perform any services, tasks, or work beyond what is defined in the original project scope without a written change order signed by both parties.

American Branding reserves the right to decline, pause, or discontinue any service at our sole discretion, including in cases where the Client engages in behavior that is abusive, unlawful, or inconsistent with the professional standards we maintain. In such cases, our refund and termination policies outlined in this Agreement shall apply.

American Branding does not guarantee specific outcomes, rankings, follower counts, revenue figures, or advertising results as a result of services rendered. All projections, estimates, and benchmarks shared in proposals or conversations are illustrative and based on historical client data — they are not contractual guarantees of performance.

Payment Terms

All fees for services rendered by American Branding are outlined in the project proposal or service agreement. By approving a proposal and submitting payment, you agree to the pricing structure outlined therein.

Project-Based Work: For one-time or project-based engagements, a non-refundable deposit of 50% of the total project fee is required before any work commences. The remaining balance is due upon project completion and prior to delivery of final files, assets, or launch. American Branding will not release final deliverables until all outstanding balances are paid in full.

Monthly Retainers: For ongoing monthly services such as social media management, paid advertising, SEO, or other retainer-based engagements, payment is due on the 1st of each month in advance of services rendered. Failure to submit payment by the due date may result in suspension of services until the outstanding balance is resolved.

Late Payments: Any outstanding balance not paid within 7 calendar days of the due date will be subject to a late fee of 1.5% per month on the unpaid balance. American Branding reserves the right to suspend all active services and withhold deliverables until overdue balances are settled in full.

American Branding reserves the right to adjust pricing for ongoing services with 30 days written notice. Continued engagement after the effective date of a pricing change constitutes acceptance of the revised fees.

No Refund Policy

American Branding invests significant time, resources, and expertise immediately upon receipt of payment. The commencement of work — including but not limited to strategy sessions, research, design exploration, copywriting, development, campaign setup, and account management — begins as soon as payment is received and confirmed. As a result, all fees paid represent work performed and value delivered, and are therefore non-recoverable.

This non-refund policy applies to all payment types, including but not limited to:

• Initial deposits on project-based engagements
• Final balances on completed or partially completed projects
• Monthly retainer fees for ongoing services
• Fees for strategy sessions, discovery calls, or consulting engagements
• Fees for rush delivery or expedited project timelines
• Any additional fees or add-ons agreed upon during the course of a project

In the event that a Client is dissatisfied with any aspect of the work delivered, American Branding will make reasonable efforts to address concerns through revisions within the agreed revision scope. The availability of revisions does not constitute grounds for a refund request, and dissatisfaction does not entitle the Client to a full or partial refund of fees already paid.

If American Branding fails to deliver services due to circumstances entirely within our control and unrelated to Client delays or non-cooperation, we reserve the right to provide a service credit toward future work at our sole discretion. This credit is not guaranteed and shall not be construed as a right to a monetary refund.

Chargebacks, payment disputes, or attempts to reverse charges through financial institutions or payment processors will be treated as a breach of this Agreement. American Branding reserves the right to pursue all available legal remedies, including recovery of fees, legal costs, and damages resulting from fraudulent or unauthorized chargebacks.

Project Delivery & Timelines

American Branding provides estimated project timelines in proposals and statements of work. All timelines are estimates and are contingent on the timely cooperation, feedback, and material provision by the Client. American Branding is not responsible for delays caused by the Client's failure to respond, provide assets, or approve deliverables in a timely manner.

Timelines are calculated from the date of project commencement, which is defined as the date on which the required deposit or full payment is received and confirmed by American Branding.

Projects may be placed on hold if the Client is unresponsive for more than 14 consecutive calendar days. Projects that remain on hold for more than 30 days may be subject to a reactivation fee and revised timeline upon resumption. Projects abandoned for more than 90 days without communication may be closed, with all fees paid forfeited.

American Branding is not liable for any loss of business, revenue, or opportunity resulting from project delays, whether caused by American Branding, the Client, third-party platforms, or circumstances beyond either party's reasonable control.

Client Responsibilities

The Client agrees to actively cooperate with American Branding throughout the duration of the engagement. This includes, but is not limited to:

• Providing all required materials, assets, access credentials, and information in a timely manner as requested by American Branding
• Responding to questions, feedback requests, and approval requests within 5 business days
• Ensuring that all materials provided to American Branding are owned by the Client or properly licensed, and do not infringe upon the intellectual property rights of any third party
• Providing accurate and complete information regarding the Client's business, industry, target audience, and brand requirements
• Designating a single point of contact within the Client's organization who is authorized to provide approvals and make decisions on behalf of the Client
• Paying all invoices in full and on time as outlined in this Agreement

American Branding is not responsible for errors, delays, or suboptimal outcomes resulting from inaccurate, incomplete, or late information provided by the Client. The Client accepts full responsibility for the accuracy of all materials, copy, and information provided to American Branding for use in deliverables.

Revisions & Change Requests

Each project or service engagement includes a defined number of revision rounds as specified in the project proposal or service agreement. Revision rounds are defined as a single consolidated round of feedback incorporating all Client comments on a given deliverable. Each revision round must be submitted as a single communication — fragmented or sequential feedback on the same deliverable may be counted as multiple revision rounds at American Branding's discretion.

Revisions are limited to refinements within the original scope and concept direction. Revisions that represent a fundamental change in direction, new scope of work, or contradictions of previously approved decisions are considered out-of-scope and will be quoted and billed separately.

Once a deliverable has been formally approved by the Client — whether in writing, via email, or through project management tools — it is considered final. Re-opening previously approved work requires a new change order and may incur additional fees.

American Branding reserves the right to decline revision requests that are deemed unreasonable, outside the original creative brief, or inconsistent with professional design, development, or marketing standards.

Intellectual Property

Upon receipt of full and final payment for a project, American Branding assigns to the Client all rights, title, and interest in the final approved deliverables created specifically for that project, except as noted below. This assignment is limited to the final deliverables and does not extend to any preliminary concepts, rejected drafts, or working files unless explicitly included in the project scope.

American Branding retains ownership of all preliminary concepts, mood boards, rejected design directions, proprietary processes, tools, templates, and methodologies developed or used in the course of delivering services. American Branding also retains the right to display completed work in its portfolio, marketing materials, case studies, and social media channels unless the Client requests otherwise in writing prior to project completion.

The Client represents and warrants that all materials, content, logos, images, text, and other assets provided to American Branding for use in deliverables are owned by the Client or properly licensed. The Client agrees to indemnify and hold American Branding harmless from any claims, damages, or liabilities arising from the Client's provision of infringing materials.

American Branding uses licensed stock photography, fonts, and design assets in its work. Final file deliverables are provided in formats suitable for the Client's intended use, but the Client is responsible for securing any necessary extended licenses for commercial use of stock assets beyond the scope included in the project.

Confidentiality

Both parties acknowledge that in the course of this engagement, each may be exposed to confidential information belonging to the other party, including but not limited to business strategies, financial data, product plans, customer information, technical specifications, and proprietary methodologies ("Confidential Information").

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law. Each party agrees to use the Confidential Information solely for the purpose of fulfilling obligations under this Agreement.

This confidentiality obligation shall survive the termination or expiration of this Agreement for a period of two (2) years. The confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, or information that the receiving party independently develops without reference to the disclosing party's Confidential Information.

American Branding may disclose the Client's business name, industry, and general project description in portfolio content, case studies, and marketing materials unless the Client provides written notification of confidentiality requirements prior to project commencement.

Limitation of Liability

To the maximum extent permitted by applicable law, American Branding's total liability to the Client for any claim arising out of or in connection with this Agreement — regardless of the form of action and whether based in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees paid by the Client to American Branding in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall American Branding be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if American Branding has been advised of the possibility of such damages.

American Branding is not liable for the performance, availability, or accuracy of third-party platforms, tools, advertising networks, search engines, or social media platforms used in the course of delivering services. The Client acknowledges that digital marketing results are subject to factors outside of American Branding's control, including platform algorithm changes, market conditions, competitive activity, and the quality and relevance of the Client's products or services.

American Branding is not responsible for any loss, damage, or liability arising from the Client's use or misuse of deliverables following their delivery and acceptance, including any consequences arising from the Client's modification of delivered work without American Branding's involvement.

Termination

Termination by the Client: The Client may terminate an ongoing monthly retainer by providing 30 days written notice to American Branding via email to hello@americanbranding.co. All fees accrued through the notice period are due and payable in full. No refund will be issued for any portion of the current billing period. For project-based engagements, the Client may request to terminate the project at any time; however, all fees paid to date are non-refundable and any outstanding balance for work completed to the point of termination remains due and payable.

Termination by American Branding: American Branding reserves the right to terminate any engagement immediately and without penalty in the event that: (a) the Client fails to make payment by the due date; (b) the Client engages in abusive, threatening, or unlawful behavior toward American Branding team members; (c) the Client requests work that is illegal, defamatory, or unethical; or (d) the Client materially breaches any provision of this Agreement. In the event of termination by American Branding due to Client breach, all fees paid are non-refundable and any outstanding balance for completed work remains due.

Effect of Termination: Upon termination of any engagement, American Branding will deliver to the Client all completed deliverables in their current state, provided all outstanding balances have been paid in full. Partially completed deliverables or works-in-progress will not be delivered until full payment of all outstanding fees is received.

Warranties & Disclaimers

American Branding warrants that it has the legal right and authority to enter into this Agreement and to provide the services outlined herein, and that the services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AMERICAN BRANDING MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AMERICAN BRANDING DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT SPECIFIC BUSINESS OUTCOMES WILL BE ACHIEVED.

American Branding does not guarantee search engine rankings, advertising performance metrics, follower growth rates, conversion rates, or any other specific performance outcomes. All case studies, testimonials, and performance benchmarks shared by American Branding are illustrative of past results and are not guarantees of future performance. Individual results will vary based on numerous factors including market conditions, competition, budget, product quality, and the Client's active participation in the engagement.

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws provisions.

Any dispute, controversy, or claim arising out of or relating to this Agreement or the services provided hereunder shall first be subject to good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within 30 days, the dispute shall be submitted to binding arbitration in New York County, New York, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon both parties.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

The Client agrees that any legal action arising out of this Agreement must be initiated within one (1) year of the date on which the cause of action arose, regardless of any statute of limitations that may otherwise apply.

Contact Information

If you have any questions about these Terms and Conditions, wish to submit a formal concern, or need to provide written notice under any provision of this Agreement, please contact American Branding using the information below:

All formal notices under this Agreement must be submitted in writing via email to hello@americanbranding.co with the subject line "Legal Notice — [Your Company Name]." Notices sent by other means, including social media messages, SMS, or verbal communication, will not be considered valid legal notices under this Agreement.

By engaging American Branding's services, you confirm that you have read, understood, and agreed to these Terms and Conditions in full. You further confirm that you are of legal age and have the authority to enter into a binding agreement on behalf of yourself or the company you represent.