Standard Terms of Service

Version 2025-07-15, effective July 15, 2025. This version is permanently available at principalharbor.com/terms/2025-07-15/. A proposal that cites a version is governed by that version.

1. How these terms apply

1.1 Acceptance. A client ("Client", "you", or "your") accepts these terms, and they become binding, when Client does any of the following: signs a Principal Harbor proposal, signature page, order, or statement of work that references these terms; pays a Principal Harbor invoice; or authorizes Principal Harbor in writing, including by email or text message, to begin work. Whichever happens first is the "Effective Date".

1.2 The Proposal. The proposal, signature page, order, or statement of work that Client accepts under Section 1.1 is the "Proposal". The Proposal states the Services, the fees, the Initial Term, and any deal-specific terms. The Proposal and these terms together are the "Agreement".

1.3 Order of precedence. If the Proposal conflicts with these terms, the Proposal controls for the matter it addresses, and these terms control everything else. A conflict exists only where the Proposal expressly states a different rule; silence in the Proposal is not a conflict.

1.4 Versions. Each version of these terms is dated and kept at its own address. The version in effect on the Effective Date, or the version the Proposal cites, governs that engagement for its full Term, including any Renewal Terms, unless both parties agree in writing to move to a later version. A later version never applies retroactively.

2. Definitions

Terms defined elsewhere keep their meaning throughout. In addition:

• "Services" means the work described in the Proposal.
• "Deliverables" means the pages, articles, stories, copy, designs, media, email content, landing pages, and other work product Principal Harbor creates specifically for Client under the Agreement.
• "Provider Materials" means Principal Harbor's pre-existing and independently developed tooling, software, widgets, pipelines, frameworks, methodologies, processes, know-how, prompts, and templates, including improvements to them, even when used to produce the Deliverables.
• "Client Materials" means the content, data, trademarks, product information, accounts, and other materials Client provides or gives access to.
• "Monthly Fee" means the recurring fee stated in the Proposal.
• "Performance Fee" means a fee calculated as a percentage of Net Sales, leads, jobs, or other outcomes, as stated in the Proposal.
• "Attributed Customer" means a person or account whose first recorded interaction with Client's business came through a page, article, widget, link, referral code, tracking number, form, or other asset that Principal Harbor created, published, or operates for Client. Once a customer is an Attributed Customer, every purchase that customer makes from Client, for as long as they remain a customer, counts toward the Performance Fee, unless the Proposal states a shorter window.
• "Net Sales" means the amounts Client actually collects from Attributed Customers, after discounts, promotional codes, refunds, chargebacks, shipping charges, and sales taxes, and before Client's own cost of goods, payment processing fees, or overhead.
• "Tracking" means the referral code, affiliate program, tracking number, first-touch cookie, form, analytics property, or other mechanism the parties use to identify Attributed Customers and their Net Sales.
• "Initial Term" means the initial period stated in the Proposal, or six (6) months if the Proposal is silent.
• "Tail Period" means the six (6) months following the effective date of termination, or a different period if the Proposal states one.

3. Services

3.1 Performance. Principal Harbor will perform the Services in a professional and workmanlike manner and will determine the method, details, and means of doing so, using its own personnel and subcontractors as it sees fit.

3.2 Client cooperation. Client will provide timely access, information, approvals, and credentials reasonably needed to perform the Services, including access to the website, hosting, domain registrar, DNS, analytics, Google Search Console, Google Business Profile, advertising accounts, store platform, and email platform as relevant. Delays caused by missing access or approvals extend Principal Harbor's timelines accordingly and do not pause fees.

3.3 Review and approval. Client is responsible for reviewing Deliverables before they go live, or within five (5) business days of delivery where Principal Harbor publishes directly, and for their use once published. A Deliverable that Client has not objected to in writing within that period is approved.

3.4 Content standards. Principal Harbor may decline to create, and may edit or remove, any content or claim it reasonably believes is unlawful, misleading, unsubstantiated, infringing, or in breach of a platform's policies. Doing so is not a breach of the Agreement and does not reduce the fees.

3.5 Changes. Changes to the Services are agreed in writing, including by email. Work outside the Proposal that Client requests and approves in writing is billed at $150 per hour unless the Proposal states a different rate.

4. Fees and payment

4.1 Monthly Fee. The Monthly Fee is billed monthly in advance. The first Monthly Fee is invoiced on the Effective Date and each later Monthly Fee on the monthly anniversary of the Effective Date.

4.2 Performance Fee. The Performance Fee is billed monthly in arrears for the prior month, calculated from the Tracking report described in Section 5.

4.3 Due on receipt. Every invoice is due on receipt. An invoice unpaid fifteen (15) days after its date is past due. Principal Harbor may pause active work on a past-due account until the balance is cured, and past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. A pause for non-payment does not extend the Initial Term or reduce the fees owed for the period.

4.4 Third-party costs. Advertising spend, software, licenses, media, and other third-party costs approved in writing are Client's responsibility, are billed at cost where Principal Harbor fronts them, and are not subject to any Performance Fee.

4.5 Taxes. Fees are exclusive of applicable taxes. Each party is responsible for its own income taxes.

4.6 One-time fees. Any setup, discovery, or build fee stated in the Proposal is invoiced on the Effective Date, is earned when that work begins, and is non-refundable.

5. Performance Fees and attribution

5.1 Default rule. Unless the Proposal states a different rule, the Performance Fee applies to Net Sales from Attributed Customers, for the lifetime of each Attributed Customer, at the percentage stated in the Proposal.

5.2 Exclusions. A customer is not an Attributed Customer if their first recorded interaction came through Client's own paid advertising, Client's own email list or social accounts, direct traffic, a search for Client's brand name, or a wholesale or retail channel, unless Principal Harbor created or operates that asset for Client.

5.3 Client keeps Tracking live. Client will set up the Tracking that Principal Harbor reasonably requests within ten (10) business days of the Effective Date, keep it active and unmodified throughout the Term and the Tail Period, and carry it over to any new store, domain, platform, or legal entity that sells the same products or services. Client will not remove, disable, re-key, or expire Tracking, and will not direct Attributed Customers around it. Removing or disabling Tracking without Principal Harbor's written consent is a material breach.

5.4 System of record. The report produced by the Tracking, such as the store platform's referral or affiliate report, is the system of record for the Performance Fee. Client will give Principal Harbor direct read access to it, or deliver it by the fifth (5th) business day of each month. Principal Harbor may audit the underlying order and customer records up to twice per year on reasonable notice, and Client will correct any shortfall the audit shows within fifteen (15) days.

5.5 Tail Period. After termination for any reason other than Principal Harbor's uncured material breach, the Performance Fee continues to accrue and is payable on Net Sales from Attributed Customers during the Tail Period. Client's Tracking, reporting, and audit obligations continue through the end of the Tail Period.

6. Term and termination

6.1 Term. The Agreement begins on the Effective Date and runs for the Initial Term. It then renews automatically for successive one-month terms (each a "Renewal Term", and with the Initial Term, the "Term") until terminated under this Section.

6.2 Termination for convenience. Either party may terminate the Agreement without cause effective at or after the end of the Initial Term, by giving at least thirty (30) days' written notice. Notice may be given during the Initial Term so long as the termination date is not earlier than the last day of the Initial Term.

6.3 Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches the Agreement and fails to cure within fifteen (15) days after written notice describing the breach.

6.4 Effect of termination. Client will pay for all Services performed through the termination date, including the Monthly Fee for the notice period and any Performance Fee accrued, and the Tail Period in Section 5.5 applies. Sections 2, 4, 5, 7 through 13, and any other provision that by its nature should survive, survive termination.

6.5 Suspension for events outside the parties' control. If a change in law, a regulatory action, a platform policy change, or a loss of payment processing prevents Client from lawfully selling the products or services the Services promote, either party may suspend the Services by written notice for up to ninety (90) days. During a suspension the Monthly Fee is paused, the Initial Term is extended by the length of the suspension, and the Performance Fee and Tail Period continue to apply. If the suspension exceeds ninety (90) days, either party may terminate on written notice.

7. Intellectual property

7.1 Deliverables. Subject to payment of the amounts then due, Client owns all right, title, and interest in the Deliverables, including organic search content, pages, articles, stories, media, and copy created specifically for Client. Client may keep, edit, host, and continue to use the Deliverables after termination. Ownership is conditioned only on payment of amounts then due and payable, and is not delayed on account of fees that have not yet accrued. Client's ownership of the Deliverables does not reduce or waive any Performance Fee, including during the Tail Period.

7.2 Provider Materials. Principal Harbor exclusively owns the Provider Materials. To the extent any Provider Materials are embodied in a Deliverable, Principal Harbor grants Client a non-exclusive, perpetual, royalty-free license to use them solely as part of that Deliverable. Widgets, chat bots, tracking systems, and other hosted tools that Principal Harbor operates for Client are Provider Materials made available during the Term, not Deliverables, unless the Proposal says otherwise.

7.3 Client Materials. Client owns the Client Materials and grants Principal Harbor a license to use them solely to perform the Services during the Term and the Tail Period. Client represents that it has the rights needed to grant that license.

7.4 Portfolio use. Principal Harbor may identify Client as a client, use Client's name and logo for that purpose, and describe the general nature and results of the work in its portfolio, case studies, and marketing, subject to Section 8.

8. Confidentiality

Each party may receive confidential or proprietary information of the other, including the terms of the Proposal, business operations, pricing, customer information, and analytics data ("Confidential Information"). The receiving party will hold it in confidence, use it only to perform under the Agreement, and not disclose it to third parties without the other party's prior written consent. This does not apply to information that is or becomes public other than through the receiving party's breach, is rightfully received from a third party without a confidentiality obligation, or is independently developed. A party may disclose Confidential Information to the extent required by law or court order, with prompt notice to the other party where lawful. On request after termination, each party will return or destroy the other's Confidential Information, except copies kept under routine backup or legal retention requirements.

9. Client responsibilities

9.1 Products and claims. Client is solely responsible for the legality, safety, labeling, licensing, and marketing of its products and services in every jurisdiction where it sells them, and for the accuracy and substantiation of every claim about them, including claims in Client Materials and in Deliverables Client reviews or approves.

9.2 Accurate information. Client will give Principal Harbor accurate and complete information about its business, products, pricing, and customers, and will promptly tell Principal Harbor of anything that would make published content inaccurate or non-compliant.

9.3 Accounts and data. Client is responsible for its own accounts, platforms, and data, including backups, and for complying with the policies of Google, Meta, its store platform, its email platform, and any other third party whose services the Services use.

10. Warranties and disclaimer

10.1 Mutual. Each party represents that it has the full right, power, and authority to enter into and perform the Agreement.

10.2 Principal Harbor. Principal Harbor represents that the Deliverables will be its original work, other than Client Materials and public-domain material, and that, to its knowledge, the Deliverables will not infringe a third party's intellectual property rights.

10.3 No guarantee of results. Search rankings, indexation, inclusion in AI answers, traffic, lead volume, conversion rates, and revenue are determined by third parties, including Google, Meta, OpenAI, and others, and by market conditions outside Principal Harbor's control. Any targets, projections, reach estimates, or timelines in a Proposal or elsewhere are directional estimates only and are not guarantees. Principal Harbor commits to the work and the measurement described in the Proposal, not to a specific outcome.

10.4 Disclaimer. Except as expressly stated in the Agreement, the Services and Deliverables are provided without other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

11. Indemnification

11.1 By Principal Harbor. Principal Harbor will defend, indemnify, and hold harmless Client from third-party claims to the extent arising from Principal Harbor's breach of the Agreement, its gross negligence or willful misconduct, or an allegation that a Deliverable, as delivered and excluding Client Materials, infringes a third party's intellectual property rights.

11.2 By Client. Client will defend, indemnify, and hold harmless Principal Harbor and its members, employees, and contractors from third-party claims, including governmental and regulatory actions, payment-processor and platform claims, and chargebacks, to the extent arising from Client's breach of the Agreement, its gross negligence or willful misconduct, the Client Materials, Client's products and services and the claims made about them, Client's publication or use of the Deliverables, or Client's violation of any law or platform policy.

11.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defense with counsel reasonably acceptable to the indemnified party, and reasonably cooperate. The indemnifying party will not settle a claim in a way that imposes liability or an admission on the indemnified party without its prior written consent.

12. Limitation of liability

12.1 No indirect damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

12.2 Cap. Principal Harbor's total aggregate liability arising out of or related to the Agreement will not exceed the total fees Client actually paid to Principal Harbor under the Agreement in the twelve (12) months preceding the event giving rise to the claim.

12.3 Published work. Principal Harbor is not liable for any loss arising from Deliverables that Client has reviewed, approved, or published, or from Client's use of the Deliverables.

12.4 Exclusions. Sections 12.1 and 12.2 do not limit a party's indemnification obligations under Section 11, a party's breach of Section 8, or Client's obligation to pay fees.

13. Disputes and governing law

13.1 Arbitration. Any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Denver, Colorado. Judgment on the award may be entered in any court of competent jurisdiction.

13.2 Individual basis; interim relief. Arbitration proceeds only on an individual basis. The parties waive any right to a jury trial and to any class or collective claim. Either party may seek temporary injunctive relief in a Colorado court to protect Confidential Information or intellectual property pending arbitration, and Principal Harbor may bring a claim for unpaid fees in small claims court where eligible.

13.3 Governing law. The Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. Subject to Section 13.1, the state and federal courts located in Colorado have exclusive jurisdiction over any matter not subject to arbitration.

14. General

14.1 Independent contractor. Principal Harbor is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship, and neither party may bind the other.

14.2 Notices. Notices must be in writing and sent by email to the addresses the parties use for the engagement, with a copy to [email protected] for notices to Principal Harbor, and are effective on receipt.

14.3 Entire agreement. The Agreement is the entire agreement between the parties on its subject and supersedes all prior discussions, proposals, and statements of work, except as expressly incorporated. It may be amended only in a writing accepted by both parties, including by email.

14.4 Assignment. Neither party may assign the Agreement without the other's prior written consent, except to a successor in a merger or a sale of substantially all of its assets, in which case Client's obligations under Section 5 bind the successor.

14.5 Severability; waiver. If any provision is held unenforceable, the rest remains in effect. A waiver is effective only in writing.

14.6 Electronic acceptance. The Agreement may be accepted by electronic signature, by email, by text message, or by the conduct described in Section 1.1, each of which is binding.