Terms of Service for Professional Services

Below is the full legal version of our Terms of Service. These terms govern our work together and apply to all services provided by Infusion (The Infusion Group, Inc.).

1. Scope & Incorporation

This document outlines the standard terms that govern professional services provided by The Infusion Group, Inc., a Kansas corporation (“Infusion”). Services may be marketed under the name Matt Simpson, but all work is contracted, managed, and fulfilled by Infusion as the legal entity responsible. The term “Client” refers to the individual or entity engaging Infusion for services.

These Terms of Service apply to all project-based work, retainers, and ad-hoc services. They are incorporated by reference into any signed agreement—including proposals, scopes of work (SOWs), and master service agreements (MSAs)—and shall be treated as part of the binding agreement between the parties. These Terms become effective upon acceptance of a proposal, execution of an agreement, or commencement of services, whichever occurs first. By engaging our services, you agree to be bound by these terms as part of your overall agreement with Infusion. In the event of a direct conflict between these Terms and a signed MSA, the MSA shall control for the specific engagement governed by that agreement.

This agreement may be executed electronically and in counterparts. Each counterpart, including electronic versions transmitted via PDF or electronic signature platforms, shall be deemed an original, and all counterparts together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as originals.

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2. Services Provided

Scope of Services. This section provides an overview of the professional services we offer. Specific deliverables, tools, billing intervals, and responsibilities will be defined in your Scope of Work or signed agreement.

Infusion provides creative, technical, and strategic services including but not limited to:

• Website design and development
• Marketing management and advisory services
• Branding and design
• Marketing strategy and planning
• Copywriting and content development
• SEO/SEM and performance tracking
• Campaign creation and optimization
• Social media and email marketing
• Membership and e-commerce site implementation
• Managed WordPress hosting and maintenance
• Technical support

Unless otherwise specified, all deliverables are digital. Physical items or printed materials will be identified in your Scope of Work or contract. For details, see Section 3: Custom Products & Printed Materials.

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A. Website Projects (Project-Based)

Platform Assumptions. Websites are developed using WordPress unless otherwise agreed. If an alternate platform is used, it will be stated in your agreement. Hosting is assumed to be provided by Infusion or one of our recommended providers. If you choose an alternate host, that provider must meet WordPress’ minimum server requirements. Additional testing or configuration may be required and can be estimated separately.

Client Content Responsibilities. You are responsible for supplying final content, images, graphics, video, and brand materials unless otherwise stated in your Scope of Work. See also Section 8: Client Responsibilities for additional content-related obligations. If not already included in your scope of work, we can provide copywriting, content input, or media sourcing services upon request for an additional fee.

Compatibility. Sites are designed for modern browsers and responsive viewing. Browser testing is included as part of the Scope of Work and may vary by project. Refer to your Scope of Work for specific testing expectations. We do not guarantee full compatibility with outdated browsers, discontinued operating systems, or uncommon devices.

Training & Handover. We will provide one training session for administrative users on your staging site prior to launch. Additional training sessions may be available upon request for an additional fee. It is your responsibility to retain and document the information provided during training. Unless otherwise agreed, you are responsible for all future updates and content management after handoff.

Maintenance & Security. WordPress sites require ongoing updates, backups, and security monitoring to remain secure and fully functional. If you choose not to engage Infusion for maintenance or ongoing management, you are solely responsible for maintaining your site and related services. See Section 2.D and Section 8 for full details on subscription management, maintenance responsibilities, and related disclaimers.

Infusion is not liable for issues arising from outdated software, plugin conflicts, security breaches, downtime, or service disruptions due to lack of maintenance or expired subscriptions. If your site is self-managed or hosted externally, Infusion assumes no responsibility for performance, uptime, or technical support.

Administrative Access. Upon launch, you are granted full administrative access to the WordPress dashboard and your live site. By requesting and accepting this access, you acknowledge responsibility for any changes or modifications made by you or your administrative users after launch.

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B. Branding & Design Projects (Project-Based)

Approval & Final Files. You are responsible for reviewing and approving all design deliverables. Once approved, final logo files, identity assets, and brand guides will be delivered in standard formats.

Mockups & Explorations. Initial concepts and sketches are exploratory. Only approved designs are delivered for use. Raw or layered source files (e.g., Adobe files) are not provided unless agreed in writing.

Brand Guidelines & Usage. If brand guidelines are included in your deliverables, you are responsible for adhering to them. Infusion does not monitor or enforce brand consistency after delivery.

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C. Marketing Strategy & Advisory Work (Project-Based or Retainer)

Consultative Role. When acting as strategic marketing lead or outsourced campaign coordinator, Infusion may provide strategic planning, budget management, vendor oversight, team leadership, campaign development, and performance analysis on behalf of your organization. These services are consultative and advisory in nature. Infusion provides guidance based on best practices and experience but does not assume operational control of your business or legal responsibility for third-party decisions, transactions, or obligations unless expressly authorized in writing.

Implementation Responsibility. You are responsible for executing recommendations unless implementation is part of your contract. Infusion is not liable for the outcome of third-party or internal team actions.

No Guarantees of Outcome. Marketing results depend on many external factors, including timing, budget, market conditions, and execution. See Section 11: Warranties & Disclaimers for additional limitations and disclaimers related to performance outcomes. We do not guarantee specific performance results.

Client Engagement Required. Your timely input, access to internal data, and responsiveness are essential to the success of strategic work. Delays or lack of engagement may affect results and timelines. See Section 8: Client Responsibilities for more on communication, approvals, and content-related obligations.

Online Bookings & Consultations. Infusion offers online consultations and advisory services through platforms such as Zoom, Google Meet, and others. The following terms apply to any virtual session—whether part of a project, an ongoing advisory engagement, or a one-time consultation. Clients are expected to:

• Join sessions on time using the access link or phone number provided at the time of booking. (Note that Infusion operates in the Central Time Zone; however, bookings may be made in your local time zone for convenience.)
• Complete any pre-call intake forms or preparatory documents at least 24 hours in advance.
• Notify us promptly if they are unable to attend or need to reschedule.

If you encounter an issue during a call, please raise it while the session is in progress so we can address it in real time. In rare cases, we may choose to end the session and issue a partial or full refund at our discretion. Concerns raised only after the session ends—or based solely on a disagreement with professional advice or respectfully delivered content—may not be eligible for refund consideration.

Rescheduling & Missed Appointments. We understand emergencies arise. One complimentary reschedule is available if you miss your appointment. We’ll always do our best to accommodate any urgent scheduling changes, but generally rescheduling requests should be submitted at least 24 hours in advance. If you miss your second appointment or fail to provide adequate notice, the session may be forfeited without refund.

Late Arrivals. If you join late, the session will still end at the originally scheduled time and will not be extended.

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D. Subscriptions, Managed Services & Third-Party Tools (Ongoing)

Scope & Examples. We offer subscription-based services such as managed hosting, monitoring, backups, software licensing, security tools, SEO/SEM tools, performance optimization, maintenance, and technical support. These may be billed monthly, quarterly, or annually, depending on the service type. If not included in the Scope of Work, such services are considered optional and billed separately. These services may be invoiced independently or included as part of your overall service package. Cancellation of such services may result in immediate loss of access to related tools or platforms. No prorated refunds are issued unless otherwise stated. You are responsible for understanding any related cancellation or renewal policies as defined by third-party providers.

Third-Party Tools & Access. These subscriptions may involve or include access to third-party platforms and services such as website hosting, premium plugins, social media scheduling tools, analytics platforms, and ad networks (e.g., Google Ads, Meta Ads). These tools may be billed directly to you or managed by Infusion on your behalf as a convenience. All third-party tools are subject to their respective licensing terms, pricing structures, and renewal policies.

Billing & Renewal Terms. Billing intervals may be predetermined by the product or service type and may not be customizable. You will be billed at the agreed interval until you cancel. If you wish to cancel, modify, or discontinue any subscription, you must notify us with sufficient advance notice before the renewal date to allow for processing. If a renewal is processed before your cancellation, you are still responsible for the full billing period. While we may attempt to notify you of renewal dates or changes, it is ultimately your responsibility to track, manage, and cancel any subscriptions.

Cancellations & Responsibilities. You are responsible for managing, tracking, and cancelling any subscription services—whether initiated by you or managed by Infusion. Subscriptions (e.g., hosting, maintenance, or licensing) will be billed monthly, quarterly, or annually as agreed and will continue until cancelled.

To cancel, modify, or discontinue any subscription, you must notify us with sufficient advance notice prior to the renewal date to allow for processing. If a renewal is processed before your cancellation is received, you remain responsible for the full billing period. We do not issue prorated refunds for unused time, partial periods, or late cancellations. If you’re unsure about a renewal date or policy, contact us to confirm.

You may cancel your subscription at any time via your account dashboard or by contacting us directly. Upon cancellation:

• No further billing will occur after cancellation is processed.
• Access to related services, tools, and content will end immediately.
• Any connected files, services, or tools may be permanently deleted or deactivated.
• Any charges or invoices issued before cancellation remain payable under the agreed terms.

You are also responsible for understanding any applicable third-party terms, including auto-renewal policies and cancellation notice requirements. If you are unsure about a renewal date or billing term, contact us in advance to confirm. See also Section 12: Limitation of Liability for disclaimers related to third-party tools and platforms.

Client Responsibility. You are responsible for understanding the terms, pricing, licensing, and renewal policies of any third-party service we manage for you. Loss of access to services or tools may occur immediately upon cancellation. See Section 8: Client Responsibilities for related obligations regarding subscription management, approvals, and renewal timelines.

Liability & Limitations. Infusion does not guarantee the uptime, continuity, or support quality of third-party services. We are not liable for any service delays, data loss, technical issues, billing errors, or interruptions caused by such providers—even when recommended or managed by us. See also Section 12: Limitation of Liability.

No Maintenance, No Liability. If you choose not to engage Infusion for maintenance or ongoing management, you are solely responsible for updating and securing your related services. We are not responsible for any downtime, performance issues, or breaches caused by lack of maintenance or expired subscriptions. See Section 8 for related responsibilities.

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3. Custom Products & Printed Materials

Infusion may also resell printed materials, signage, branded merchandise, or marketing collateral as part of your service engagement. These items may be sourced through third-party vendors or print partners. Costs for such items will be included in your contract or billed separately. Any resale of physical goods is subject to the same non-returnable, non-refundable terms outlined below, unless otherwise agreed in writing.

Custom-ordered or customized items—including printed materials and made-to-order products—are non-returnable and non-refundable. For custom-printed materials, a final proof will be provided prior to production. Once approved, the order is considered final. We are not responsible for errors (e.g., spelling, layout, content) that were present in the approved proof.

Production Defects or Shipping Damage. Minor variations in color, finish, or alignment may occur due to differences in screen display, print processes, or material limitations. These are not considered defects and are not eligible for refund or replacement.

If your item arrives damaged or defective, contact us within 7 days of delivery and we’ll work with you to resolve the issue. If a production error or material defect—unrelated to any approved proof—is identified and attributed to us or our print partner, we will work with you to correct the issue or provide a replacement.

Ownership and responsibility for shipped items transfer to you once they are handed over to the shipping carrier. From that point forward, you assume all risk of loss or damage in transit. Infusion is not responsible for delays, damage, or lost shipments caused by carriers, weather, or other circumstances beyond our control. If applicable, we will file a shipping claim on your behalf.

Liability Limitation. If an issue arises that qualifies for a replacement or correction, our responsibility is limited to reprinting the affected item(s) or issuing a credit equal to the original print cost. We do not offer refunds or compensation for any consequential damages, lost revenue, or business disruptions that may result from printing issues.

Processing Times and Delivery Estimates. Custom-printed items may require additional processing time. While we strive to meet estimated delivery windows, we are not liable for delays caused by print partners, shipping carriers or other circumstances beyond our control.

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4. Independent Contractor Relationship

Independent Contractor Status. Infusion operates solely as an independent contractor. This agreement does not create a joint venture, partnership, agency, fiduciary duty, or employer-employee relationship between the Client and Infusion—even when Infusion serves in a long-term, embedded, or leadership advisory capacity such as a strategic marketing lead or campaign coordinator, this relationship remains that of an independent contractor. Infusion shall not be construed as an employee, partner, or agent with binding authority unless explicitly authorized in writing.

Control and Autonomy. Infusion maintains full control over how its services are performed, including the selection of personnel, tools, and methodologies. The Client is not responsible for withholding taxes, providing employee benefits, or treating Infusion as an employee under any legal, regulatory, or tax framework.

Third-Party Engagements and Authority. This arrangement does not confer any authority on Infusion or its agents to bind the Client to contracts, purchases, or obligations with any third party unless explicitly authorized in writing in advance. Where Infusion participates in the review, facilitation, or approval of such third-party matters as a service convenience, the Client remains fully responsible for all financial, legal, or operational consequences. From time to time, Infusion may be asked to review or approve proofs, advertising placements, media buys, or platform agreements as part of its service delivery. These approvals are made solely as a service convenience and shall not be construed as acceptance of legal or financial responsibility for those decisions.

Disclaimer of Responsibility. Infusion’s participation in third-party reviews or approvals does not imply responsibility for the content, performance, or legal enforceability of those materials.

Insurance & Indemnity. Infusion maintains appropriate business insurance coverage but does not provide indemnification beyond what is expressly stated in these Terms.

Client Responsibility and Risk. See Section 12 for additional limitations on liability related to third-party services.

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5. Project Timelines & Scheduling

Project milestones and delivery dates will be established collaboratively and outlined in your scope of work. We aim to meet agreed timelines through clear communication, shared accountability, and mutual responsiveness.

Client Responsibilities & Delays. You are responsible for providing necessary content, access credentials, brand materials, feedback, and timely approvals. Delays in delivering these items may result in extended timelines and additional fees. Infusion is not liable for missed deadlines or delayed launches resulting from client-caused delays. See Section 8: Client Responsibilities for additional details on required client inputs and obligations.

Third-Party Dependencies. Some deliverables may depend on third-party vendors, platforms, printers, developers, or service providers. While Infusion will coordinate these relationships as needed, we cannot guarantee the performance or timeliness of external parties. Delays caused by such third parties may impact your project schedule, and Infusion shall not be held responsible for these disruptions.

Scope Changes & Timeline Adjustments. Requests that alter the agreed scope—such as additional features, content, or strategy—may require timeline changes and will be addressed through written estimates and approvals. No out-of-scope work will proceed without your prior consent.

Communication & Timeline Management. We will communicate proactively if delays are anticipated—whether due to client input, scope changes, or third-party issues—and will work with you to reset expectations and adjust project timelines accordingly.

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6. Fees & Payment Terms

Payment terms for each engagement are outlined in your agreement or proposal. Fees may be structured as flat-rate, hourly, or retainer-based, depending on the scope and nature of the project. A non-refundable deposit—typically 50% of the total project estimate—is required to initiate work. Minimum project fees may apply and will be disclosed in your agreement.

Invoices are issued electronically and are due upon receipt unless otherwise specified. Remaining balances are typically billed in phases aligned with project milestones, with the final invoice due upon project completion. Late payments may incur a 1.5% monthly interest charge. We reserve the right to pause work or delay delivery on past-due accounts.

You agree to reimburse all reasonable and approved third-party expenses, which may include domain registrations, plugin or software licenses, hosting services, advertising fees, and print production costs. These will be clearly itemized in your contract or invoiced separately, depending on how they are managed within the project.

Collections & Enforcement. Infusion reserves the right to refer delinquent accounts to collections or pursue legal remedies for unpaid fees. The Client agrees to reimburse any reasonable legal or collection fees incurred.

Ongoing Services & Subscriptions. For terms related to recurring services—such as hosting, monitoring, and maintenance—see Section 2.D: Subscriptions & Third-Party Services. You are responsible for managing any subscriptions not covered by Infusion, including renewals and cancellations.

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7. Changes & Revisions

Your project fee includes a defined scope of work and typically includes one to two rounds of design revisions unless otherwise noted in your agreement. A “revision” refers to modifications or refinements made to existing deliverables that remain aligned with the originally approved direction.

A “change in scope” includes any new request, functionality, feature, or direction that materially alters the agreed deliverables, timeline, or underlying strategy. This includes—but is not limited to—requests for additional pages, marketing assets, integrations, strategic pivots, or expanded brand deliverables. Scope is defined in your Scope of Work, project brief, or written agreement.

Requests made in writing via email or online platforms are considered authorized and binding once acknowledged or implemented by Infusion.

Out-of-scope work or additional revisions will be addressed through a separate estimate and timeline. We will not proceed with such changes without your written approval. Additional work will be billed at our standard hourly rate unless otherwise agreed. Such changes may also extend the original project timeline.

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8. Client Responsibilities

You confirm that you have the authority to enter into this agreement and agree to provide the assets, access, and timely feedback needed to complete the work. You agree to review deliverables promptly and follow the payment schedule outlined in your contract.

You are responsible for providing timely approvals, access credentials, brand materials, and content. Delays caused by missed approvals, incomplete materials, or other inaction may result in additional fees, rescheduling, or scope adjustments.

Managed Subscriptions. If we manage third-party subscriptions, platforms, or tools on your behalf—such as plugins, hosting services, or software licenses—you are responsible for understanding their billing terms, renewal cycles, and cancellation timelines. See Section 2.D for cancellation policies and related responsibilities.

Content Accuracy & Legal Compliance. You are solely responsible for the accuracy, legality, and rights to use all content provided, including text, images, and data. Infusion is not liable for errors, omissions, or legal consequences arising from client-supplied materials.

Project Inactivity. If a project is inactive for more than 30 days due to client delay or non-response, Infusion may pause work, revise the schedule, or close the project. Additional fees may apply to restart or rescope the engagement.

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9. Intellectual Property & Licensing

Client-Supplied Materials
You guarantee that all elements of text, images, artwork, or other materials you provide are either owned by you or you have the necessary rights to use them. By submitting content to Infusion, you grant us permission to use, modify, and incorporate it as needed to perform our services.

A. Website Projects

Ownership of Website Deliverables. Upon final payment, you will own the completed website and all original visual elements created specifically for your project. This includes design layouts, page templates, and approved content. You will be provided with full administrative access to your self-hosted WordPress website and any relevant source files. It is your responsibility to store and back up these files; Infusion is not obligated to retain copies.

Code Licensing & Open-Source Use. We may use open-source frameworks, plugins, and tools, which remain governed by their original license terms. Infusion is not responsible for any future changes to those licenses or any resulting incompatibility with your systems. Any original code written by Infusion for your website is licensed to you for perpetual use within your own environment, but Infusion retains ownership and reserves the right to reuse this code in future projects.

B. Branding & Design Projects

Ownership of Final Assets. Upon final payment, you will own the approved brand assets created specifically for your project. This includes final logo designs, visual identity elements, typography treatments, color palettes, and related editable design files. Infusion will provide access to finalized deliverables in standard formats but is not obligated to archive or maintain backups after delivery. We recommend storing your own secure copies. Any open-source tools, libraries, or systems used in the creation of your assets remain governed by their original license terms. Infusion disclaims responsibility for future licensing changes, compatibility issues, or revocations affecting those third-party tools.

Excluded Assets. Infusion retains ownership of all unselected drafts, naming options, sketches, mockups, and unused creative concepts. We reserve the right to reuse or adapt these elements in future projects unless otherwise agreed in writing.

Design Licensing. You are granted an exclusive, perpetual license to use the final combination of visual elements (e.g., logo, typography, layout) delivered in your project. Infusion retains the right to reuse underlying systems, frameworks, or visual assets not unique to your brand.

C. Marketing Strategy & Advisory Work

Licensed Use of Strategic Deliverables. Deliverables such as brand messaging platforms, positioning frameworks, campaign strategies, and marketing plans are licensed to you for internal business use only. These items may not be resold, published, or distributed to third parties without Infusion’s written permission.

Proprietary Methods & Frameworks. Infusion employs proprietary tools and methods to deliver strategic work. You are granted a non-exclusive, perpetual license to use the outcomes of these methods (such as finalized copy, positioning language, or visual outputs), but not the systems or frameworks themselves.

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10. Confidentiality

We agree to keep all non-public, confidential information you share with us in strict confidence, and you agree to do the same for us. “Confidential information” means any information that is not publicly available and is shared in the course of our working relationship.

Neither party will disclose such information to any third party without prior written consent, except where required by law or legal process. You also acknowledge that Infusion provides services to clients on a non-exclusive basis and reserves the right to offer similar services to other individuals or organizations, including those in the same industry or geographic market.

In the event of a signed NDA, the terms of that agreement shall take precedence over this section.

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11. Warranties & Disclaimers

Infusion will make every reasonable effort to provide high-quality, professional service. However, all work is provided as-is without warranty of any kind, express or implied. We do not warrant that deliverables will be error-free or guarantee any specific performance, outcome, or result.

Client Responsibility & Outcome Disclaimer. You are solely responsible for reviewing all prototypes, submissions, and final deliverables for completeness and accuracy—including spelling, grammar, layout, visuals, functionality, compliance, and responsiveness. Your approval constitutes acceptance and signifies that you assume full responsibility for any subsequent errors, omissions, or issues.

You also acknowledge that results may vary due to factors beyond our control, such as market conditions, platform behavior, third-party performance, or choices made by you. Infusion is not liable for any adverse outcomes resulting from client-directed actions—even if they reflect our advice or are implemented by us on your behalf.

Warranty Disclaimer. We disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No verbal or written communication shall be interpreted as a warranty unless expressly stated in a written agreement signed by both parties.

See Section 12: Limitation of Liability for related disclaimers regarding third-party outcomes and client-directed actions.

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12. Limitation of Liability

General Limitation of Liability. To the fullest extent permitted by law, Infusion—including its officers, directors, employees, contractors, agents, and suppliers—shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, business interruption, reputational harm, or the cost of substitute goods or services, arising from or related to this Agreement, the use of any services, or the performance of any Scope of Work. This applies regardless of the legal theory involved (e.g., contract, tort, negligence), even if Infusion was advised of the possibility of such damages. In all cases, Infusion’s total aggregate liability shall not exceed the total amount of fees paid by the Client under the specific Scope of Work giving rise to the claim, not the cumulative fees across all engagements. All services are provided solely through Infusion, a Kansas corporation, and no individual associated with the company shall bear personal liability for any claims or obligations related to this Agreement.

No Guarantee of Results & Client-Directed Decisions. Client acknowledges that business, marketing, and operational outcomes depend on many factors beyond Infusion’s control. While Infusion may provide strategic guidance or implementation support, no specific results are guaranteed. Infusion shall not be liable for any loss or damage arising from decisions made or approved by the Client, whether based on Infusion’s recommendations or executed at the Client’s request.

The Client assumes full responsibility for all decisions they direct, approve, or authorize—including those involving design, content, advertising, media, scheduling, or platform selection. Whether Infusion is advising, assisting, or acting at the Client’s direction, the Client retains full authority and bears all resulting risk. Under no circumstances shall Infusion be liable for any financial loss, delay, error, or dispute resulting from such decisions.

Infusion’s involvement does not imply acceptance of legal, financial, or operational responsibility. All liability, risk, and responsibility remain solely with the Client at all times.

Third-Party Tools & Services Disclaimer. Infusion disclaims all liability for the performance, availability, support, pricing, or reliability of any third-party platforms or services—including, but not limited to, hosting providers, domain registrars, plugins, marketing tools, ad platforms (e.g., Google Ads, Meta), or print vendors. Outages, data loss, errors, delays, misconfigurations, or disruptions tied to these services are not the responsibility of Infusion, even if we recommended, configured, or managed them.

All warranties, responsibilities, and terms of use are governed by the third-party provider’s own policies. The Client bears full responsibility for any associated costs, compliance requirements, renewals, cancellations, or consequences related to their use. This includes advertising agreements, print orders, software purchases, and other vendor engagements facilitated or supported by Infusion.

Force Majeure (Uncontrollable Events). Infusion shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control. This includes—but is not limited to—acts of God, natural disasters, fires, floods, war, terrorism, labor disputes, supply chain breakdowns, pandemics or public health crises, utility failures, governmental actions, software platform outages, DNS disruptions, or Internet infrastructure failures. In such circumstances, Infusion will make reasonable efforts to resume services as promptly as possible.

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13. Termination & Cancellation

Cancellation by Client. Engagements may be cancelled at any time, for any reason. If cancelled, you are responsible for all time and expenses incurred, plus 20% of the unpaid fees remaining. Should you place this work on hold for more than 30 days, we will bill you for any fees and expenses that have been incurred but not yet collected, and we can resume the project when you’re ready.

Cancellation by Infusion. We may cancel our engagement for cause (such as nonpayment, breach of terms, or abusive behavior) or for convenience with reasonable notice. In such cases, you are responsible for any work completed through the date of cancellation.

Prepaid Services & Refunds. All deposits, retainers, and prepaid fees are non-refundable unless otherwise stated in writing. Time-based services must be used within their stated term and are not eligible for refund if unused.

What Happens After Termination. Once the agreement is terminated, all outstanding balances become immediately due. Both parties agree to return or delete any confidential information provided. You retain the rights to any deliverables you have paid for in full.

Custom Products & Printed Materials. Custom items are non-refundable once approved. See Section 3 for full terms.

Memberships & Subscriptions. Subscription cancellations are subject to the responsibilities and timing policies described in Section 2.D. See Section 2.D: Subscriptions & Third-Party Services for details on cancellation notice requirements and refund limitations.

Third-Party Service Cancellations. Some third-party services may have their own cancellation terms, billing cycles, renewal conditions, or service requirements. These may include non-refundable billing cycles, fixed contract durations, or advance notice requirements. When we manage such services on your behalf, it is your responsibility to understand these terms and provide us with sufficient notice if you wish to cancel, modify, or avoid renewal of those services.

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14. Advertising & Media Placement

If applicable, and at your request, we may coordinate or purchase advertising and media space on your behalf. This includes traditional advertising placements such as print, radio, television, direct mail, outdoor media, and other offline channels. All media will be billed to you at current market rates, plus our standard agency commission and any applicable service or management fees.

We also offer services related to digital advertising on platforms such as Google Ads, Meta Ads (Facebook/Instagram), LinkedIn, YouTube, and other social or search-based platforms. For these services:

Account Ownership. If you provide us with access to your advertising account, you retain ownership of that account and its associated data. However, if we place ads using Infusion-managed advertising accounts, those accounts remain the sole property of Infusion. You do not gain ownership, login access, or portability rights to any campaigns, assets, or performance data housed within our accounts unless otherwise agreed in writing.

Payment Structure. In some cases, we may pay digital advertising expenses on your behalf. If so, you agree to reimburse us for all such costs upon receipt of invoice. These expenses may include an additional service fee or markup for management and prepayment risk. We reserve the right to require a deposit or prepayment of anticipated ad spend before initiating campaigns.

Creative Services. Where included in the scope of work, we may provide ad copywriting, design, or creative direction as part of the advertising service. You are responsible for reviewing and approving all advertising materials prior to publication.

Platform Behavior. We are not responsible for decisions or actions taken by advertising platforms (including account suspensions, policy enforcement, algorithmic changes, or technical issues). We make no guarantees regarding ad performance, impressions, conversions, or return on investment.

Compliance. You are solely responsible for the accuracy, legality, and compliance of all advertising content and claims, including adherence to platform policies, advertising standards, and applicable laws and regulations.

Data, Reporting & Limitations. You retain ownership of your advertising accounts and associated performance data. At your request, we may provide reporting based on available metrics from your platform(s) or tracking systems. You acknowledge that our ability to provide accurate reporting may be limited by third-party restrictions, platform outages, or limitations in your account configuration. Unless otherwise stated in writing, we do not warrant the completeness or accuracy of third-party data or analytics.

Please note: Any media orders, proofs, or advertising agreements approved on your behalf are subject to the disclaimers outlined in Section 4: Independent Contractor Relationship. Such approvals are made as a professional courtesy and do not transfer legal or financial responsibility to Infusion. For additional disclaimers, see Section 12: Limitation of Liability.

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15. Portfolio Display Rights

We reserve the right to display the work created under your service agreement—including completed deliverables and work-in-progress assets—in our portfolio, case studies, and marketing materials, unless otherwise restricted by a separate non-disclosure agreement (NDA). We may also include a discrete “Site by” credit on your website.

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16. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Kansas, United States, without regard to its conflict of law provisions. However, because Infusion is also registered to do business in Missouri, any legal action arising from these Terms may alternatively be brought in the courts of the State of Missouri, at Infusion’s sole discretion.

Good Faith Resolution. Before initiating any legal proceeding, both parties agree to make a good faith effort to resolve any dispute, controversy, or claim arising out of or relating to this agreement through informal discussions and written notice.

Mediation or Arbitration. If the parties cannot resolve the dispute within thirty (30) days of written notice, either party may request that the matter be submitted to mediation or binding arbitration, administered by a mutually agreed-upon neutral third party. If mediation or arbitration is not pursued or fails to resolve the issue, either party may pursue remedies in a court of competent jurisdiction as specified above.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. We reserve the right to include additional terms, conditions, or clarifications in writing.

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17. Legal Entity Statement

Infusion, a Kansas corporation, is the registered legal entity responsible for managing services, business operations, and contractual obligations associated with this agreement. Whether services are presented under the personal brand name Matt Simpson or under the company name Infusion, they are legally fulfilled, managed, and invoiced by Infusion. Matt Simpson operates as a representative of Infusion, and all services rendered in his name fall under the authority and protection of Infusion as the operating company.

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18. Updates to These Terms

These Terms may be updated periodically. The most current version is always available on our website. When incorporated by reference into an executed agreement, the version in effect at the time of signing shall apply to that specific engagement, unless otherwise agreed in writing.

Future contracts, Scopes of Work (SOWs), or Master Services Agreements (MSAs) will incorporate the then-current version of these Terms at the time of execution, unless otherwise agreed in writing.

If you are working with us on an ongoing or retainer basis, the most current version of these Terms will apply automatically upon publication, unless we’ve made a different arrangement with you in writing. New projects initiated as part of an ongoing relationship will also be governed by the latest version of these Terms in effect at the time the new work begins.

By entering into a new agreement or continuing to engage our services after an updated version is published, you agree to be bound by the then-current Terms for those new services. Updates do not retroactively amend previously signed agreements unless mutually agreed in writing.

Effective Date: January 15, 2025

Original Version Established: January 2003

This version supersedes all prior versions of Infusion’s Terms of Service.