YERBALIST TERMS & CONDITIONS
Last Updated: MARCH 2026
PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE PROCEEDING. XAQ10 LLC d/b/a Yerbalist ("XAQ10," "Yerbalist," "we," "our," or "us") PROVIDES SERVICES SOLELY PURSUANT TO THESE TERMS AND ANY APPLICABLE ATTACHMENTS, STATEMENTS OF WORK, OR ORDER FORMS. BY CLICKING "I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS," SIGNING AN ORDER FORM, OR SUBMITTING PAYMENT, YOU ("CLIENT," "YOU," OR "YOUR") AGREE TO BE BOUND BY THESE TERMS.
IF YOU DO NOT AGREE, DO NOT USE YERBALIST'S SERVICES.
1. Engagement and Services
1.1 Description of Services
Yerbalist provides marketing, creative, and digital advertising services ("Services"), including but not limited to: management of advertising campaigns on Meta (Facebook, Instagram), Google, and other platforms; creative development (video, static, and copywriting); campaign optimization, performance reporting, and analytics; and related marketing strategy and consulting.
The specific Services, fees, and deliverables for each Client engagement are described on the Client's Statement of Work or landing page ("SOW"), which incorporates these Terms by reference.
1.2 Independent Contractor
Yerbalist performs Services as an independent contractor. Nothing herein creates an employment, partnership, or joint venture relationship.
2. Term, Renewal, and Termination
2.1 Term and Renewal
Each engagement shall have an Initial Term, as stated on the applicable SOW or landing page. Upon expiration of the Initial Term, Services automatically renew on a month-to-month basis unless either Party gives at least thirty (30) days' written notice of termination.
2.2 Early Termination and Liquidated Damages
Client acknowledges that pricing for the Initial Term reflects discounted rates and allocation of Yerbalist's resources. If Client terminates during the Initial Term for any reason other than Yerbalist's uncured material breach, Client remains liable for all fees due for the remainder of the Initial Term as liquidated damages, and not as a penalty. This represents a reasonable estimate of Yerbalist's damages due to early termination.
2.3 Termination by Yerbalist
Yerbalist may suspend or terminate Services immediately upon written notice if: (1) Client fails to pay any undisputed amount within ten (10) days of notice; (2) Client requests or engages in advertising or conduct that violates law, regulation, or platform policy; or (3) Client otherwise materially breaches these Terms.
2.4 Acceleration and Suspension
If Client fails to make any payment when due and such failure continues for more than ten (10) days after notice, Yerbalist may: (a) suspend all Services until payment is received; and/or (b) declare all remaining fees for the balance of the Term immediately due and payable (acceleration).
2.5 Effect of Termination
Upon termination, all accrued obligations (including unpaid fees) become immediately due. Sections 5 through 15 survive termination.
3. Fees and Payment
3.1 Fees
All fees are set forth in the Client's SOW or landing page. Unless otherwise stated, fees are billed monthly in advance. Ad Spend is billed separately and prepaid in full before campaign launch.
3.2 Payment Authorization and Method
Client authorizes Yerbalist to automatically charge its designated credit or debit card, ACH, or other authorized payment method for all recurring monthly fees, setup fees, and Ad Spend. Client must maintain a valid payment method on file at all times.
3.3 Late Fees
Amounts not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by law), compounded monthly, until paid in full. Suspension of Services for nonpayment does not waive Client's payment obligations.
3.4 Taxes
All fees are exclusive of applicable taxes. Client is responsible for all sales, use, or similar taxes other than Yerbalist's income taxes.
3.5 Attorney's Fees and Collection Costs
In any dispute arising from these Terms, including the collection of unpaid amounts, the prevailing party is entitled to recover reasonable attorneys' fees and costs in addition to any other relief.
4. Client Responsibilities
Client must: (1) Provide Yerbalist with complete and accurate information, access credentials, and brand assets (including Meta Business Manager, Google Ads, website backend, and analytics accounts); (2) Approve creative deliverables or provide revisions within five (5) business days; (3) Ensure all Client content complies with applicable laws, advertising regulations, and platform policies; and (4) Refrain from requesting or directing Yerbalist to perform unlawful or deceptive marketing.
Yerbalist is not liable for any delays, errors, or underperformance caused by incomplete Client information, delayed approvals, or noncompliance.
5. Client Attestation and Representations
5.1 Ownership and Rights to Materials
The Client represents and attests that any materials, assets, data, creative content, imagery, likenesses, trademarks, product information, copy, or other submissions provided to Yerbalist, whether uploaded directly, delivered through shared drives, emailed, or transmitted by any other method, are owned by the Client or lawfully licensed for the Client's intended use.
The Client further attests that all necessary rights, releases, permissions, and consents have been obtained prior to providing such materials to Yerbalist, including but not limited to:
5.2 Reliance on Client Materials
The Client acknowledges that Yerbalist will rely on the accuracy, legality, and appropriateness of all materials and approvals provided by the Client. Yerbalist is not responsible for conducting independent legal review, copyright searches, or verification of Client-provided materials unless expressly agreed to in writing as a separate service.
5.3 No Liability for Client-Provided or Client-Approved Materials
Yerbalist is not responsible or liable for any errors, delays, disputes, legal claims, or damages arising from Client-provided or Client-approved assets. This includes, without limitation, issues related to:
5.4 Broad Creative Authorization and Maintenance of Materials
By providing, uploading, or transmitting any materials through any medium described in these Terms, the Client expressly authorizes Yerbalist to utilize such materials in marketing campaigns in any manner Yerbalist deems creatively appropriate to achieve the engagement's objectives. The Client bears the sole and ongoing responsibility for ensuring that all provided materials are current, accurate, and in full compliance with all applicable laws, industry regulations, and platform policies. Yerbalist shall have no liability for the use of outdated, non-compliant, or inaccurate materials provided by the Client.
6. Approval Process and Deemed Approval
6.1 Explicit Approval
Client may provide approval of deliverables, creative assets, campaign materials, or other work product explicitly in writing via email, project management platform, or other documented communication.
Single Revision Round: Unless otherwise specified in an SOW, Client is entitled to one (1) single round of revisions per deliverable.
Timeframe: All revision requests must be submitted within five (5) business days of delivery.
Actionable Feedback Requirement: To be valid, a revision request must contain Written, Clear, and Actionable Feedback.
6.2 Definition of Actionable Feedback
For the purposes of these Terms, "Actionable Feedback" is defined as specific, objective instructions that identify exactly what element needs modification and the desired outcome.
Non-Actionable Feedback: Vague, subjective, or aesthetic critiques that lack specific direction—such as "make it pop," "I don't like the vibe," "make it more modern," or "do something different"—do not constitute Actionable Feedback.
Effect of Vague Feedback: If the Client provides non-actionable feedback, Yerbalist may, at its discretion, pause work until clear instructions are received or proceed based on its professional judgment. Any additional rounds of revisions necessitated by a failure to provide clear feedback originally will be subject to additional fees.
6.3 Deemed Approval Through Non-Response
Materials sent by Yerbalist to Client for review are considered approved if the Client does not provide feedback or request changes within five (5) business days of delivery. Time is of the essence. Client's failure to respond within this timeframe constitutes implicit approval and authorization to proceed.
6.4 Automatic Approval of Uploaded Materials
Any assets, files, imagery, videos, copy, or other materials uploaded or shared by the Client in the designated shared drive, project management system, or emailed to Yerbalist are considered automatically approved for use. By uploading or emailing such materials, the Client confirms that:
6.5 Revisions After Approval
Once materials are approved (explicitly or implicitly), any subsequent revision requests may be subject to additional fees and timeline adjustments at Yerbalist's discretion.
7. Acceptance of Deliverables
All deliverables shall be deemed accepted five (5) business days after delivery unless Client provides written notice of nonconformance describing specific issues. If notice is timely provided, Yerbalist will make one (1) round of revisions to bring deliverables into conformance. Subsequent requests may incur additional fees.
8. Performance and Disclaimers
Yerbalist shall perform Services using commercially reasonable efforts consistent with industry standards. Because advertising outcomes depend on multiple external factors, Yerbalist makes no warranty or guarantee of specific results, leads, conversions, or revenues. All Services are provided "as is," without warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or noninfringement.
9. Intellectual Property
9.1 Ownership
Upon full payment, Client owns all final creative deliverables produced for its campaigns, excluding Yerbalist's proprietary materials, data models, and optimization frameworks. Yerbalist retains ownership of all pre-existing intellectual property, advertising templates, performance data, and analytics methods.
9.2 License and Portfolio Use
9.1 Raw Footage Ownership Yerbalist retains sole and exclusive ownership of all raw, unedited video footage, audio recordings, and photography captured or recorded by Yerbalist or its subcontractors ("Raw Footage"). Client acknowledges that the delivery of final deliverables does not grant Client any rights, title, or interest in the Raw Footage.
9.2 Ownership of Edits and Derived Works All edited videos, graphics, and creative assets produced by Yerbalist ("Edits") are the intellectual property of Yerbalist. Yerbalist grants Client a limited, revocable, non-exclusive license to use, display, and distribute these Edits solely during the Term of the Engagement.
9.3 Post-Termination Usage and Buy-out Fees Upon termination of Services, Client's license to use the Edits shall immediately cease. Any continued use of Edits by Client after termination is strictly prohibited unless:
(a) The Parties negotiate and execute a separate written "Buy-out" agreement; and
(b) Client pays a negotiated "Buy-out Fee" to Yerbalist to acquire ownership or extended licensing rights to specific Edits.
10. Confidentiality
Each Party agrees to maintain the confidentiality of the other's proprietary or sensitive information for two (2) years after termination. Confidential Information does not include information that is public, independently developed, or required to be disclosed by law.
11. Compliance and Legal Responsibility
Client is solely responsible for ensuring that its advertising, products, and materials comply with: all applicable federal, state, and local laws and regulations; and advertising platform policies (e.g., Meta, Google). Yerbalist reserves the right to reject or suspend any content that it reasonably believes may violate law or policy.
12. Indemnification
12.1 Client Indemnification of Yerbalist
Client agrees to indemnify, defend, and hold harmless Yerbalist and its employees, contractors, officers, directors, affiliates, and representatives (collectively, "Yerbalist Parties") from and against any and all third-party claims, disputes, demands, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:
(a) Client-provided materials, assets, or content, including but not limited to claims of copyright infringement, trademark infringement, violation of publicity or privacy rights, defamation, misrepresentation, or data inaccuracies;
(b) Client's approvals, omissions, or failure to respond, whether explicit or implicit, including deemed approvals under Section 6;
(c) Client's failure to obtain proper permissions, releases, or licenses for materials provided to Yerbalist;
(d) Client's breach of these Terms, including representations and warranties made herein;
(e) Violations of law or third-party rights stemming from Client's products, services, business practices, or instructions to Yerbalist;
(f) Employee or contractor disputes related to likeness rights, compensation claims, or unauthorized use of personal information provided by Client;
(g) Product compliance issues, including false advertising, unfair trade practices, or regulatory violations related to Client's products or claims; or
(h) Any consequences or losses resulting from Client's failure to provide timely feedback, accurate information, or legally compliant assets.
12.2 Indemnification Procedures
Yerbalist will provide Client with prompt written notice of any claim subject to indemnification. Client shall have the right to control the defense and settlement of such claim, provided that Client may not settle any claim in a manner that admits liability on behalf of Yerbalist or imposes obligations on Yerbalist without Yerbalist's prior written consent. Yerbalist reserves the right to participate in the defense at its own expense.
13. Limitation of Liability
13.1 Cap on Liability
To the fullest extent permitted by law: Yerbalist's total liability shall not exceed the total amount of fees paid by Client in the preceding one (1) month; and Yerbalist shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or business interruption.
13.2 Exclusions from Liability
Without limiting the generality of Section 13.1, Yerbalist shall have no liability whatsoever for:
13.3 Essential Purpose
The Parties acknowledge that the limitations of liability set forth in this Section 13 are fundamental elements of the basis of the bargain between the Parties and reflect an informed, voluntary allocation of risk. These limitations shall apply even if any limited remedy fails of its essential purpose.
14. Governing Law, Forum, and Arbitration
14.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict of law principles. Subject to the arbitration provisions below, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and waive any objection to venue or forum non conveniens.
14.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator experienced in commercial contract disputes. The seat of arbitration shall be Phoenix, Arizona, and the language shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Either Party may pursue actions in small claims court or to collect undisputed amounts due, which are expressly exempt from arbitration.
15. Force Majeure
Neither Party shall be liable for delays or failures to perform due to causes beyond reasonable control, including acts of God, government action, war, labor disputes, or system outages.
16. Entire Agreement and Amendments
These Terms, together with any applicable SOW or payment authorization form, constitute the entire agreement between Yerbalist and Client, superseding all prior understandings. Yerbalist may update these Terms from time to time. Updated versions will be posted on Yerbalist's website and apply prospectively to ongoing Services. Continued use after posting constitutes acceptance of the revised Terms.
17. Severability and Waiver
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right or provision shall not constitute a waiver of such right or provision.
18. Assignment
Client may not assign or transfer these Terms or any rights hereunder without Yerbalist's prior written consent. Yerbalist may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets.
19. Notices
All notices must be in writing and delivered by email or certified mail to the addresses listed on the Client's SOW or Yerbalist's contact page. Notices are deemed received upon delivery confirmation.
20. Acceptance
By selecting "I Agree," submitting payment, or continuing to use Yerbalist's Services, Client acknowledges that it has read, understood, and accepts these Terms, including the liquidated damages, acceleration, arbitration, attorney's fees, client attestation, deemed approval, indemnification, and limitation of liability provisions.
