Terms and Conditions

1) Definitions  

Client: the person or entity purchasing Services.  

Services: marketing, consulting, creative, software/CRM implementation, messaging, and deliverables described in an Order or Statement of Work (SOW).  

Order / SOW: any proposal, order form, invoice, or online checkout describing Services, deliverables, fees, and billing cadence.  

Confidential Information: non‑public information identified as confidential or that reasonably should be understood as confidential.  

Work Product: final deliverables expressly identified as such in an Order/SOW.

 

2) B2B Use; Site Use; IP; License  

2.1 Business Use Only. Client represents it is purchasing for business purposes (not personal/household).  

2.2 Use of Sites. The Sites provide information and tools related to business consulting, digital marketing, and software solutions.  

2.3 Intellectual Property. All Site content is owned by Kensho or its licensors and protected by law.  

2.4 Limited License. Kensho grants a limited, revocable, non‑transferable license to access and make personal, non‑commercial use of the Sites. No scraping, framing, reverse engineering, or derivative use without written consent.  

2.5 Independent Contractor / Subcontractor; No Agency. Kensho performs Services as an independent contractor and, where you resell or embed our work in your offerings, as your subcontractor. Kensho is not your agent, partner, fiduciary, or employee and has no authority to bind you.  

2.6 Prime Relationship with Your Customers. You are the seller/prime contractor to your own customers. Kensho provides Services only to you, as your subcontractor. Any claims by your customers or other third parties must be brought only against you, not Kensho.

 

3) Services; Scope; Prioritization; Changes; Acceptance  

3.1 Month‑to‑Month Services. Services are provided month‑to‑month as described in the applicable Order/SOW. Items not expressly listed are out of scope.  

3.1A Prioritization & Flexibility. Packages list core deliverables. If needs arise outside original scope, Kensho may, at its discretion, re‑allocate time to the Client’s highest‑priority items expected to drive the greatest impact that month. Such prioritization does not expand total scope/hours unless agreed in writing via a Change Order. Kensho may document re‑prioritizations by email or CRM notes.  

3.2 Change Orders. Out‑of‑scope work requires a written change order with adjusted fees/timelines; Kensho has no obligation to start changes until accepted and, if applicable, pre‑paid.  

3.3 Client Inputs & Cooperation (Condition Precedent). Client will provide timely access to required accounts (DNS, analytics, ad platforms, CRM), brand assets, accurate content/claims, approvals, decision‑makers, and required budgets within 5 business days of request. All timelines, deliverables, and results are expressly conditioned on Client’s cooperation; delays extend timelines and may trigger suspension (§10).  

3.4 Acceptance. Deliverables are deemed accepted unless Client provides a written, specific rejection within 5 business days identifying the non‑conformity. Kensho will use commercially reasonable efforts to address any valid, specific non‑conformity.

 

4) Term; Auto‑Renewal; Pause/Discontinue (30‑Day Notice)  

4.1 Auto‑Renewal. Services bill in advance monthly and auto‑renew each month until canceled.  

4.2 Pause or Discontinue. Client may pause or discontinue Services by giving at least 30 days’ written notice to Info@KenshoResults.com. Cancellation takes effect at the end of the then‑current paid period or, if notice is late, the next period.

 

5) Fees; Recurring Billing Consent; Refunds; Taxes; Chargebacks  

5.1 Up‑Front Recurring Billing (GHL → Stripe). Client authorizes Kensho (via Kensho CRM and Stripe) to charge the payment method on file now and automatically each month for fees shown at checkout or in the Order until canceled per §4.2. The descriptor may appear as Kensho LLC / KenshoResults.com (or substantially similar).  

5.2 No Refunds Once Work Begins. Because work begins promptly after payment, fees are non‑refundable once Services for that cycle commence, including partial months, pauses, or mid‑cycle cancellations.  

5.3 Taxes. Fees are exclusive of taxes. Client is responsible for applicable sales/use/VAT/GST and similar taxes (excluding taxes on Kensho’s net income).  

5.4 Chargebacks. Initiating a chargeback for valid, contracted charges is a material breach. If a dispute is resolved in Kensho’s favor, Client will reimburse reasonable chargeback/collection costs and attorneys’ fees.  

5.5 Price Changes. Kensho may adjust pricing for future cycles with 30 days’ email notice. Client may upgrade/downgrade plans effective on the next renewal by written request.

 

Consent:

“By completing any purchase, you authorize Kensho LLC to charge your payment method now and automatically each month until you cancel with 30 days’ notice to Info@KenshoResults.com.  Fees are non‑refundable once work begins. If you are not satisfied for any reason, provide 30 days’ notice and discontinue services.”

 

6) Third‑Party Platforms; Ad Spend; Platform Risk  

6.1 Pass‑Through Costs. Unless the Order states otherwise, media/ad spend, printing, third‑party tools, marketplace fees, and software subscriptions are not included in Kensho’s fees. Client pays those directly or reimburses Kensho at cost [optional: plus up to 10% pass‑through fee].  

6.2 Platform Policies & Changes. Results depend on third‑party platforms (Google, Meta, email/SMS carriers, app stores, CRMs) that may change algorithms, policies, pricing, or availability. Kensho is not liable for outages, enforcement actions, or changes outside its control.  

6.3 Accounts. Client owns its ad/analytics/CRM accounts unless the Order specifies Kensho‑owned accounts and grants Kensho the necessary access.

 

7) Compliance Allocation (Email/SMS/Calling; Privacy & Data)  

7.1 Client as Sender. For email/SMS/call programs, Client is the sender and represents it has legally sufficient prior consent and lawful content.  

7.2 Opt‑Outs. Kensho will implement reasonable processes to honor STOP/UNSUBSCRIBE and similar revocations promptly once received.  

7.3 Privacy & Data; DPA. Where Kensho processes personal data on Client’s behalf, the parties will execute a Data Processing Addendum (DPA) covering purpose limitation, security, sub‑processor controls, assistance with data rights, and deletion/return on request.  

7.4 No Legal Advice. Kensho is not providing legal, tax, or compliance advice; Client should consult counsel regarding TCPA, CAN‑SPAM, state telemarketing rules, GDPR/CCPA/CPRA, and industry laws.

 

8) Intellectual Property; Licenses; Portfolio Use  

8.1 Pre‑Existing IP. Kensho’s methodologies, templates, scripts, software, and know‑how (including improvements) remain Kensho’s property. Kensho grants Client a non‑exclusive, non‑transferable license to use such items internally as needed to use the deliverables.  

8.2 Work Product Ownership. Upon full payment of fees due for a billing cycle, final deliverables expressly identified as “Work Product” in the Order/SOW transfer to Client. Raw/working files and internal tools are excluded unless expressly purchased in writing.  

8.3 Portfolio Use. Unless Client opts out in writing, Kensho may display non‑confidential work and use Client’s name/logo in portfolios, case studies, and marketing.

 

9) Non‑Solicitation; Non‑Circumvention  

For 18 months after the last service date, Client will not directly hire or contract with Kensho personnel or referred vendors introduced by Kensho for substantially similar services without Kensho’s written consent. If breached, Client will pay liquidated damages equal to 40% of first‑year compensation/fees for the impacted role/engagement.

 

10) Suspension; Termination for Cause; Off‑Boarding  

Kensho may suspend Services after 5 days’ written notice if payment fails, required Client inputs are missing, or there is material breach. Either party may terminate for cause if the other fails to cure a material breach within 10 days after written notice. Upon termination, Kensho will deliver available final files for the paid‑through period and may retain Work Product until all amounts are paid.

 

11) Success Depends on Client; No Guarantees (Core Risk Allocation)  

11.1 Client Dedication Acknowledgment. Client acknowledges that the success of the Services depends on Client’s dedication and cooperation, including timely inputs, approvals, budgets, and execution of recommended actions.  

11.2 No Guaranteed Results. Marketing and business outcomes depend on many external factors; no specific results, rankings, ROAS, revenue, or timelines are guaranteed.  

11.3 Assumption of Risk. Client assumes all risks associated with market conditions, competitor actions, platform policies, algorithm changes, carrier filtering, ad account enforcement, and Client’s own operational decisions.

 

12) Release & Covenant

Client releases Kensho and its officers, directors, employees, and contractors from any and all claims and liabilities arising out of or related to the Sites or Services to the maximum extent permitted by law. Client agrees not to commence or participate in any action against Kensho concerning such claims, except to the limited extent expressly allowed under §13 (if a court requires that some liability must exist).  

California clients: Client waives California Civil Code §1542 (and similar laws), acknowledging this release covers claims known and unknown at the time of execution to the extent permitted by law.

 

13) “Zero‑Liability Ladder” — Disclaimers, **Termination‑Only Remedy**, & Fallback Cap  

13.1 Total Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KENSHO DISCLAIMS ALL WARRANTIES AND ALL LIABILITY OF ANY KIND, WHETHER DIRECT OR INDIRECT, ARISING FROM OR RELATING TO THE SITES OR SERVICES.  

13.2 **Exclusive Remedy: 30‑Day Notice Termination Only.** If you are not satisfied for any reason, your **sole and exclusive remedy** is to provide **30 days’ written notice** under §4.2 and **discontinue services**. **No refunds and no credits** will be issued for any period once work has begun.  

13.3 Fallback Cap (only if a monetary remedy is legally required). IF A MONETARY REMEDY IS REQUIRED BY LAW, KENSHO’S AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF (I) USD $100 OR (II) THE FEES PAID BY CLIENT TO KENSHO IN THE 30 DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  

13.4 No Certain Damages—Ever. IN NO EVENT WILL KENSHO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLIED, OR PUNITIVE DAMAGES; LOST PROFITS/REVENUE/GOODWILL/DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES.  

13.5 Non‑Waivable Carve‑Out. Nothing in these Terms limits rights that cannot be waived as a matter of law (e.g., willful misconduct where non‑waivable).  

13.6 Short Limitations Period. ANY CLAIM MUST BE FILED WITHIN 60 DAYS OF THE FIRST EVENT GIVING RISE TO THE CLAIM OR IT IS FOREVER BARRED.

 

14) Indemnification by Client  

Client will defend, indemnify, and hold harmless Kensho and its officers, directors, employees, and contractors from any third‑party claim, demand, investigation, fine, or proceeding (including reasonable attorneys’ fees) arising out of or related to: (a) Client content, products, services, or data; (b) Client’s breach of law, platform terms, or these Terms; (c) Client’s marketing claims or representations; or (d) allegations that Client‑supplied materials infringe or misappropriate IP or privacy rights.  

14.5 Flow‑Down for Resale/Embedding; Intended Beneficiaries. If Client resells or embeds Kensho’s work in Client’s offerings, Client will include in its customer contracts: (i) disclaimers of guarantees; (ii) limitations of liability at least as protective as §13; (iii) arbitration/class‑action waiver terms consistent with §15; and (iv) a statement that Kensho and its personnel are intended third‑party beneficiaries of those protections, with the right to enforce them directly.

 

15) Dispute Resolution; Arbitration; Class‑Action & Jury Waiver  

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat/venue is St. Lucie County, Florida. Either party may seek injunctive relief in court to protect IP or Confidential Information.  

CLASS ACTIONS AND CLASS ARBITRATIONS ARE WAIVED. Either party may bring an individual action in small‑claims court. JURY TRIAL IS WAIVED.

 

16) Governing Law; Venue  

These Terms are governed by the laws of the State of Florida, without regard to conflict‑of‑laws rules. Subject to §15, state or federal courts located in St. Lucie County, Florida have exclusive jurisdiction and venue for any permitted action.

 

17) Export; Sanctions; Anti‑Corruption  

Client represents it is not located in or owned by a sanctioned party/jurisdiction and will comply with applicable export, sanctions, and anti‑corruption laws.

 

18) Notices; E‑Sign; Assignment; Force Majeure; Updates; Survival; Order of Precedence  

18.1 Notices. Send legal notices to Info@KenshoResults.com (and to the postal address on file). Email notices are deemed received the next business day.  

18.2 Electronic Transactions. The parties consent to electronic signatures and records.  

18.3 Assignment. Client may not assign these Terms without Kensho’s written consent; Kensho may assign to an affiliate or in connection with merger, acquisition, or sale of assets.  

18.4 Force Majeure. Neither party is liable for delays/failures due to events beyond reasonable control (including platform outages/changes).  

18.5 Updates. Kensho may update these Terms by posting a revised date. 

18.6 Survival. §§2–18 survive termination.  

18.7 Order of Precedence. In the event of conflict, the signed Order/SOW controls, then these Master Terms, then any Site policies.

 

19) Affiliate Disclosure  

Kensho may maintain affiliate relationships with third‑party vendors. Recommendations may generate compensation. Kensho endeavors to recommend solutions based on merit and fit.

 

20) Acceptable Use (Abridged)  

No illegal, infringing, misleading, defamatory, or harmful content; no harassment/discrimination; no malware, spam, or attempts to bypass security; and no use of Services in violation of platform policies or laws. Kensho may suspend Services for AUP violations.

 

21) Entire Agreement  

These Terms, together with any Order/SOW and (if executed) the DPA, constitute the entire agreement and supersede prior or contemporaneous agreements on the subject matter.