General Terms & Conditions

Terms & Conditions

Last updated: 2025

Welcome to Good Wolf Marketing & Technology (“Good Wolf,” “we,” “us,” or “our”). These Terms & Conditions (“Terms”) govern your access to and use of our website, services, software, tools, and any other offerings (collectively, the “Services”). By accessing or using our Services, you (“you,” “your,” or “Client”) agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Scope & Acceptance

1.1 These Terms, together with any service agreement, statements of work, exhibits, or addenda (the “Agreement Documents”) that you enter into with Good Wolf, form the full agreement between you and Good Wolf regarding the Services.
1.2 In the event of a conflict between these Terms and the terms of a signed service agreement, the signed service agreement will prevail.
1.3 We reserve the right to update or modify these Terms at any time. We will notify you of material changes, and your continued use of the Services after the effective date of the changes constitutes acceptance of the modified Terms.

2. Services & Deliverables

2.1 Services — Good Wolf provides marketing, technology, design, development, consulting, AI, automation, cybersecurity, and related services as defined in our proposals or agreements.
2.2 Deliverables — The specific deliverables, scope, timeline, and acceptance criteria will be set out in each statement of work or service agreement.
2.3 Client Cooperation — You agree to provide timely access, approvals, feedback, content, materials, data, and any required authorizations to enable us to perform the Services. Delays caused by you may shift timelines or fees.
2.4 Change Orders — Any changes to scope, features, or deliverables beyond the original agreement must be documented in a written change order and approved by both parties (which may entail additional fees or extended deadlines).

3. Fees, Payments & Invoicing

3.1 Fees — You agree to pay the fees, charges, and expenses set out in the applicable service agreement or proposal.
3.2 Payment Terms — Unless otherwise stated, invoices are due within 30 days from invoice date. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.
3.3 Expenses — You will reimburse us for reasonable, pre-approved out-of-pocket expenses (e.g. third-party services, software licenses, travel) incurred in performance of the Services.
3.4 Suspension for Nonpayment — If payment is more than 30 days overdue, we may suspend the Services until amounts due are paid.
3.5 Taxes — You are responsible for all applicable taxes (sales, use, value-added, etc.) associated with the Services, excluding taxes based on our net income.

4. Client Obligations & Representations

4.1 Accuracy of Materials — You represent that all content, data, materials, and information you provide are accurate, complete, lawful, and owned (or licensed) by you, and that our use of such materials in delivering the Services does not infringe any third-party rights.
4.2 Compliance — You agree to comply with all applicable laws and regulations in your use of the Services, including intellectual property, privacy, export control, data protection, and industry-specific rules.
4.3 Third-Party Tools & Services — To deliver the Services, we may use third-party tools, software, platforms, or APIs (“Third-Party Services”). Use of such Third-Party Services is subject to the provider’s terms; you agree to comply with them.

5. Intellectual Property

5.1 Preexisting IP — Each party retains ownership of its Intellectual Property (“IP”) brought into the relationship (e.g. templates, background systems, code libraries).
5.2 Deliverables — Unless otherwise agreed in writing, upon full payment of fees, we grant you a non-exclusive, worldwide, royalty-free license to use the deliverables for your business operations.
5.3 License for Good Wolf Tools — If part of the Services includes software, templates, or proprietary tools developed by Good Wolf, we may grant you a limited, revocable license to use them; we retain full ownership.
5.4 Feedback — You grant us a royalty-free, perpetual, irrevocable license to use feedback you provide to improve or develop our services or products.
5.5 Third-Party Rights — We may incorporate third-party IP in deliverables; such components remain subject to the third-party’s license terms (e.g. open-source software).

6. Confidentiality

6.1 Definition — "Confidential Information" means non-public information disclosed by one party to the other, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
6.2 Obligations — Each party agrees to (a) use the Confidential Information only to perform its obligations under these Terms; (b) restrict disclosure to employees, contractors, or agents on a need-to-know basis, under obligations of confidentiality; and (c) protect it with reasonable care.
6.3 Exceptions — Confidential Information does not include information that (i) is or becomes publicly known through no breach, (ii) was known to the receiving party before disclosure, (iii) is independently developed without use of the disclosing party’s Confidential Information, or (iv) is required to be disclosed by law or regulation (provided prompt notice is given).

7. Warranties, Disclaimers & Limitation of Liability

7.1 Mutual Warranties — Each party represents that it has authority to enter into the Agreement.
7.2 Good Wolf’s Warranty — We warrant that the Services will be performed with reasonable care and skill in accordance with industry standards.
7.3 Disclaimer — Except as expressly stated, the Services and deliverables are provided “as is,” and we disclaim all other representations or warranties, whether express, implied, statutory, or otherwise (including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted service).
7.4 Limitation of Liability — To the maximum extent permitted by law:

• Our total liability under or relating to these Terms or any service agreement (whether in contract, tort, warranty, or otherwise) will not exceed the total fees paid by you for the relevant Services in the prior 12 months.

• We will not be liable for (a) lost profits, revenue, business, or opportunity, (b) lost data, (c) indirect, incidental, consequential, punitive, or special damages even if advised of the possibility of such damages.

• In no event will we indemnify or cover liability arising from your misuse of deliverables or violation of third-party rights.

8. Indemnification

You agree to defend, indemnify, and hold harmless Good Wolf, its officers, employees, agents, and affiliates from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from or relating to:

• Your breach of these Terms or any agreement;

• Your use, misuse, or modification of the deliverables;

• Your representations, data, or materials provided to us;

• Your violation of laws, regulations, or third-party rights.

9. Term, Termination & Effects of Termination

9.1 Term — These Terms remain in effect while you use our Services or until terminated.
9.2 Termination for Convenience — Either party may terminate a service agreement per its terms (e.g. upon notice), subject to obligations and payments incurred up to termination.
9.3 Termination for Cause — Either party may terminate immediately if the other materially breaches and fails to cure within 30 days after written notice (or sooner if the breach is incurable).
9.4 Effects — Upon termination:

• You pay any outstanding fees.

• We stop performing further Services (unless otherwise agreed).

• You may receive deliverables completed and accepted before termination.

• Provisions intended to survive termination (e.g. intellectual property, confidentiality, limitation of liability, indemnification) remain in force.

10. Governing Law & Dispute Resolution

10.1 Governing Law — These Terms and any related agreements will be governed by and construed in accordance with the laws of the State of Michigan (or whichever state you prefer), without regard to conflict-of-law rules.
10.2 Jurisdiction & Venue — The parties submit to the exclusive jurisdiction of state or federal courts in [County, Michigan] for any dispute.
10.3 Arbitration / Mediation (Optional) — Optionally, disputes may be submitted to binding arbitration or mediation under defined rules (e.g. AAA, JAMS). If you want me to add an arbitration clause, I can include one.
10.4 Injunctive Relief — You acknowledge that a breach of confidentiality or IP provisions may cause irreparable harm and that equitable relief (injunction) is an appropriate remedy, in addition to other available remedies.

11. Notices

All notices or communications required or permitted hereunder must be in writing and delivered to the other party at the address set forth in the applicable agreement or via email. Notice is effective when delivered by hand, email (with confirmation), or three (3) business days after mailing (first-class in U.S.).

12. Miscellaneous

12.1 Assignment — You may not assign or transfer your rights or obligations under these Terms without our prior written consent; we may assign to an affiliate or successor.
12.2 Force Majeure — Neither party is liable for delay or failure to perform due to events beyond reasonable control (e.g. acts of God, natural disasters, war, labor disputes, governmental actions).
12.3 Severability — If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
12.4 Waiver — Failure or delay to enforce a right doesn’t constitute waiver. Any waiver must be in writing.
12.5 Entire Agreement — These Terms and the attached agreement documents constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.
12.6 Relationship — Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.
12.7 Third-Party Beneficiaries — Except as expressly provided, nothing in these Terms confers rights on any third-party.