EmBeance Marketing & Design LLC Terms of Service
Effective Date: September 17th, 2026
Please read this Master Service Framework carefully before initiating a request to work with Misty Burrell or EmBeance Marketing & Design LLC. By submitting a request to work with us, executing a Statement of Work, or retaining our boutique firm's professional services, you (hereinafter "The Client") agree to be bound by these foundational structural and operational terms.
Corporate Structure & Operational Status. All strategic marketing systems, lifecycle architectures, and compliance review processes are owned, engineered, and deployed exclusively by EmBeance Marketing & Design LLC, a registered corporate entity in the State of Georgia. Misty Burrell serves as the firm’s principal Head of Brand, Lifecycle, and Growth Marketing for growing and scaling brands.
Independent Contractor & B2B Sovereignty Clause. EmBeance Marketing & Design LLC operates strictly as an independent contractor under a Business-to-Business (B2B) Work-for-Hire consultancy framework. Neither Misty Burrell nor EmBeance enters into traditional, subordinate W-2 employment or task-based commodity relationships at initialization unless otherwise stated in writing. This relationship is a direct partnership between corporate entities. In strict accordance with state and federal laws governing independent contractor sovereignty, EmBeance Marketing & Design LLC retains absolute and exclusive control over our hours of operation, periods of closure, business methods, technical workflows, and personnel selection.
1. Who We Work With & Right to Decline
Core Philosophy. Our professional work does not target a single industry. Instead, it centers on engineered marketing solutions under a full-service ecosystem and proprietary methodology, protecting consumers from bad actors, promoting fair and honest marketing practices, and providing the foundational structure and growth a brand requires. Misty Burrell acts exclusively as a fractional, external Head of Marketing operating in direct partnership with the client’s founder.
Right of Refusal. Both Misty Burrell and EmBeance Marketing & Design LLC reserve the absolute right to decline any prospective engagement, terminate an active onboarding sequence, or dissolve an in-process partnership at our sole discretion. Grounds for immediate refusal include, but are not limited to, a determination that the Client is operationally unprepared for high-level scaling, unwilling to follow strict compliance protocols, or knowingly executing deceptive, unfair, or illegal marketing schemes.
2. Nature of Engagement
Boutique Consultancy Retainer Structure. EmBeance provides remote, full-service Head of Brand, Lifecycle, and Growth Marketing under a strict advisory, data, and strategy-first model. This engagement is executed via an ongoing corporate retainer structure, acting directly as the strategic marketing leader for the Client’s business.
Anti-Vendor Clause. EmBeance is not an on-demand vendor, a freelance marketplace task-taker, or a last-minute, project-based fulfillment agency. Every contract is structured as a long-term retained partnership that is collaborative and everyday wellness-focused in nature similar to a W2 Salaried Sr Level Marketing Executive position. We explicitly reject boundary-pushing, rude, exploitative, or aggressive client tactics. We do not accept one-off projects, individual standalone quick tasks, or setups detached from a long-term commitment.
IP Screening Gatekeeper. No operational work begins without a fully executed Master Services Agreement (MSA), and no calls are accepted or scheduled before an official Intent to Retain document is signed. This policy is strictly enforced to protect our intellectual property, frameworks, audit and assessment findings, and subsequent strategy development processes.
3. Service Structure & Onboarding Sequence
To establish mandatory contractual safeguards, the onboarding sequence must proceed exactly in the following chronological order, without exception:
Execution of Master Services Agreement (MSA) & Statement of Work (SOW): A legally binding service agreement must be fully executed by both corporate entities.
Upfront Payment: The initial monthly retainer fee must be successfully processed, cleared, and verified via bank-compliant methods.
Commencement of Work: Strategic initialization and Setup Phase 1 begin on the next available calendar block.
Onboarding Guardrail. Under no circumstances will any labor, strategic analysis, data auditing, or software configuration begin prior to the absolute execution and clearance of steps 1 and 2.
4. Retainer & Payment Terms
Exclusivity of Retainer Model. All professional services are provided on a strict retainer-only basis. Standalone setup fees, one-time flat payments, or split/installment structures are completely unavailable. System setups; including website builds, sales funnels, and lifecycle marketing networks; are never sold as isolated deliverables. Setup constitutes the initial phase of a continuous retainer engagement, not a standalone product.
Pricing & Schedule. Professional retainer pricing starts at a minimum baseline of $1,250 per month for small-scale brands at a local services level as a COURTESY for underfunded startups, and $2,500 per month for single but, larger brands and multi-location organizations, scaling proportionally based on scope complexity (management, edits, technical SEO, and automation architecture).
Calendar Booking & Split Cycles. A client's first payment reserves and places them onto our next available calendar date after anticipated financial clearance. Retainers are billed on a fixed mid-month split cycle:
1st of the Month Billing: Covers the continuous operational partnership cycle running from the 15th of the current month through the 14th of the following month.
15th of the Month Billing: Covers the continuous operational partnership cycle running from the 1st through the final day of the following calendar month.
This layout guarantees the baseline payment clearance windows and structural buffer times required to prepare, craft, and implement the upcoming strategic cycles.
Payment Safeguards & Prohibitions. Retainers are due completely upfront prior to the start of each monthly billing cycle. There are no split payments, weekly payments, Bi-Weekly Payments, or Bi-Monthly Payments. Credit cards are strictly not accepted. Payments must be rendered via bank-verified ACH, Gusto, QuickBooks, Zelle, Cash App, or direct wire transfer. These payment methods are non-negotiable and are implemented as an anti-fraud safeguard; payment via Zelle or Cash App is permitted solely as a courtesy for client preference.
Delinquency Penalties. A late or missed payment pauses the retainer term clock and holds all pending deliverables or conditional asset transfers in stasis until the account is completely current. Late payments never extend, waive, or alter contractual deadlines in the Client's favor.
Payment Failure & Fraud Protection. Any reversed, disputed, bounced, or clawed-back payment via ACH, Zelle, or banking mechanisms is classified as willful non-payment and material breach of contract. A payment failure triggers immediate operational cessation and grounds for termination for cause, protecting the firm against chargeback and exploitation fraud. For any payment method requiring clearance, all active labor is instantly frozen until funds are fully settled by our banking institution.
5. Minimum Term Commitments
Lifestyle Marketing & Website Setup + Management Engagements. These engagements require an absolute minimum commitment of twelve (12) consecutive months to properly evaluate a full audience and data cycle for growth marketing strategy and ongoing campaign needs.
IP Extraction Firewall. During this term, the website architecture, brand strategy, copywriting, on-site SEO, and competitor positioning matrices will be entirely developed and executed by EmBeance, but the raw strategic components will not be shared with or disclosed to the client in a manner that protects our underlying intellectual property.
Co-Management Prohibition. EmBeance retains the absolute right to NOT work with any brands that are self-managing, altering, or back-editing their own websites. All edits, change requests, and optimization sequences must be planned and executed directly WITH EmBeance Marketing & Design LLC to protect the underlying brand vision, search engine visibility, structural code architecture, and messaging built under our NorthStar Framework.
Growth Marketing Engagements (Head of Marketing). These deep scaling frameworks require an absolute, non-negotiable minimum commitment of twelve (12) consecutive months. Short-term parameters are not offered.
Truth in Marketing Doctrine. Reliable growth marketing demands consistent, ongoing capital investment and continuous optimization to establish an authentic market signal. One-time setups with zero subsequent management are ineffective and misrepresentative of true marketing principles; therefore, neither Misty Burrell nor EmBeance Marketing & Design LLC participates in or offers one-time standalone project models under any circumstances.
6. Advertising Spend Requirements (Growth Marketing Engagements)
Baseline Ad Spend Commitments. Growth Marketing engagements require a qualifying monthly advertising spend, provided directly by the Client, funded on their corporate or individual credit/debit instruments, in addition to the standard executive retainer fee. This requirement ensures the system generates sufficient data volume to make precise optimization decisions [INDEX]:
Entry Tier: $1,500/month absolute minimum allocated to a single platform (Google Ads or Meta Ads).
Enterprise Context: While $1,500 is the entry floor, standard brands managed under our frameworks typically deploy between $10,000/month (non-profits and mid-sized local brands) and $30,000+ monthly (nationwide, e-commerce, and enterprise service-based brands).
Structural Allocation. Clients who do not meet the baseline ad spend threshold required to establish a reliable market signal are not yet positioned for a Growth Marketing engagement and are directed toward a Lifestyle + Organic Marketing & Website Setup & Management retainer instead.
7. Client Obligations & Required Access
SEO & Search Infrastructure Access. Marketing execution, optimization, and search visibility initiatives are strictly contingent upon the Client providing timely, unrestricted access to the necessary digital assets. Before any operational phase begins, the Client must provide:
A dedicated business email account (e.g., info@yourdomain.com) under the Client's domain for secure account setups, integrations, and verifications.
Administrator-level access to the Client's Google Analytics & Search Console.
Administrator-level access to the Client's Google Business Profile.
Administrator-level access to the Client’s YouTube Profile (as applicable).
A corporate payment method provided on-file by the Client for any third-party backlink services, directory verification networks, API connections, social media scheduling/management tools, or paid software tools required to execute the scoped strategy. All third-party tool software licenses and vendor bills remain the exclusive financial obligation of the Client.
Client-Caused Delays. If the Client fails to provide the required access, assets, or account credentials within a reasonable timeframe after the onboarding sequence concludes, the delay shall be classified as a Client-caused delay. Such delays do not constitute incomplete, unstarted, or unperformed labor on our part, do not pause billing cycles, and do not entitle the Client to a refund, retainer deduction, or deadline extension.
Advertising Account Liability. All advertising network accounts (including but not limited to Google Ads and Meta Ads) must be legally owned by, and billed directly to, the Client's corporate entity. We strictly do not accept ownership, financial liability, or billing responsibility for any third-party advertising spend or platform invoices.
Unauthorized Account Modifications. The Client assumes sole liability for any direct or indirect changes made to ad accounts, campaign copy, keyword targeting, bidding strategies, budgets, or underlying account structures by the Client or their secondary agents without our explicit prior review and written approval. Misty Burrell and EmBeance Marketing & Design LLC are both entirely absolved of liability for degraded campaign performance, platform penalties, account suspensions, ad disapprovals, or automated enforcement actions resulting from unapproved modifications.
8. System Ownership, Account Administration, & Portfolio Preservation Boundaries
Administrative Control During Term. During the strategic setup phase and for the full, un-throttled duration of the committed minimum retainer term, EmBeance Marketing & Design LLC retains exclusive Owner/Administrator-level access and administrative control over all platforms built, developed, or managed on the Client's behalf. This includes, but is not limited to, Squarespace, Shopify, automated email lifecycle networks, and live hosting environments.
Developer Partner Status & Privileges. We maintain independent Squarespace Circle Partner and Shopify Partner status, which provides advanced platform-level privileges—such as extended developer testing cycles, priority enterprise support tickets, advanced partner diagnostic tools, and specific hosting benefits—that are completely unavailable on standard consumer-tier accounts. Strategic initialization and baseline setup workflows are priced and bundled into the recurring retainer in part to reflect this high-tier development placement access. We explicitly do not accept affiliate commissions or vendor kickbacks for these ecosystem partnerships; instead, these elite partner statuses are leveraged entirely as a structural asset for the brands we manage.
Conditions of Ownership Transfer. Full ownership, administrative access keys, and account control of the built digital platforms shall transfer to the Client only upon the absolute, chronological fulfillment of the following two conditions:
The complete expiration of the mandatory minimum committed contract term (as defined in Section 5).
The Client’s account being completely current with an absolute zero balance, free of any delinquencies or payment holds.
Once both conditions are fully satisfied, the administrative ownership transfer will be executed within ten (10) to fifteen (15) business days.
Independent Domain Control. Domain names registered and owned independently by the Client through an external third-party registrar (e.g., Namecheap, GoDaddy) are entirely exempt from this administrative retention policy and remain under the Client's exclusive ownership and operational control throughout the engagement.
The Structural Boundary Manifesto. These policies are not crafted without careful forethought. Both Misty Burrell and EmBeance Marketing & Design LLC firmly believe that clients should own what is theirs, and our firm was founded on that exact principle. However, after years of systemic patterns in the digital space that are not only illegal but also exploitative in nature, this policy stands as a hard boundary and a permanent line in the sand. This structure is rigidly enforced to protect our proprietary intellectual property and trade secrets, to ensure that state and federal marketing compliance laws are strictly adhered to, and to prevent our firm from getting "caught up" in or associated with what have all too often become illegal business practices, fraudulent operations, and schemes that are strictly against these Terms of Service as well as state and federal marketing and advertising laws.
Portfolio Preservation & Staging Rights. The Client explicitly acknowledges that the design architecture, visual layouts, copywriting hooks, and functional code built by the Consultant constitute the core professional portfolio and business equity of EmBeance Marketing & Design LLC. To protect this equity from post-handoff alteration or degradation, the Client agrees that prior to the final transfer of Owner/Administrator-level access under this Section, the Consultant retains the absolute right to copy, duplicate, and export a master archive or locked "staging version" of the completed website onto the Consultant's private developer accounts for exclusive display in the Consultant's public portfolio.
Mandatory Design Credit & Defacement Removals. If the Client, their secondary contractors, or internal personnel alter, modify, edit, or otherwise change the structural design, CSS coding, styling layout, or foundational search architecture built by the Consultant after the official ownership transfer occurs:
The Client must immediately remove any footer attribution links, credits, or textual references to "Misty Burrell," "EmBeance," or "EmBeance Marketing & Design LLC" from the live domain.
The Client is strictly prohibited from publicly claiming or implying that the modified, altered, or defaced version of the website represents the authentic work product of the Consultant. Any misrepresentation of defaced work as the Consultant's original design constitutes trade libel and unfair business competition under applicable state laws.
9. Termination & Contract Acceleration Boundaries
Forfeiture of Asset Transfer. Should the Client terminate this agreement prior to the absolute completion of the mandatory minimum committed term, or while their account is delinquent, administrative ownership and platform access keys shall strictly not transfer, regardless of the volume of work completed to date.
Early Termination & Balance Acceleration. If the Client terminates the agreement prior to the completion of the mandatory minimum committed term, the remaining baseline contract balance owed for the entire remainder of the committed term becomes immediately due and payable as liquidated damages. Unrestricted platform ownership, data access, and handoff procedures remain entirely frozen under the terms of Section 8 until this accelerated balance is paid in full. Upon verified receipt of the accelerated balance, standard ownership-transfer timelines apply.
Cessation of Labor. Both Misty Burrell and EmBeance Marketing & Design LLC are under zero obligation to perform active labor, deploy updates, manage ongoing campaigns, or generate new content following the effective date of an early termination notice, regardless of any outstanding balances or acceleration periods.
No Partial-Term Refunds. No refunds, chargebacks, or pro-rated credits shall be issued for partial terms or early terminations initiated by the Client.
Termination for Cause. Both Misty Burrell and EmBeance Marketing & Design LLC reserve the absolute right to terminate this B2B engagement immediately for cause, without penalty, liability, or ongoing transition obligations, in the event of Client non-payment, personal harassment, defamatory behavior, or any willful violation of the Communication Policy detailed below.
10. Corporate Communication Policy
Inquiry Gatekeeping. All new inquiries, brand expansions, or strategic requests must be funneled through the official application/RFP process. Unsolicited social media direct messages (DMs), personal texts, or casual platform messages requesting professional services are strictly ignored. As an alternative to filling out our online intake form, formal email inquiries containing a verified job description or official Request for Proposal (RFP) may be submitted at any time to either Info@EmBeance.com or Misty@EmBeance.com.
Authorized Channels. Once onboarding is finalized, all strategic communication must be conducted exclusively via scheduled meetings during our standard business hours (10:00 AM to 4:00 PM, Monday through Thursday). Texting, WhatsApp, and social media messaging are strictly prohibited communication channels for corporate business as they represent unsecure, unlogged environments, and have been used repeatedly by bad actors to force scope creep and invade personal space after standard business hours.
Off-Hours Boundaries. We observe a rigid weekly schedule, including designated days off. Communication received outside of scheduled working days and hours is not guaranteed a response and does not constitute an emergency under any circumstance unless separately executed in a written contract rider.
Observed Corporate Holidays. We observe the following corporate holidays, during which all operations, check-ins, and client communications are completely paused:
New Year’s Day, Good Friday, Easter Sunday, Memorial Day, July 3rd, Independence Day (July 4th), Labor Day.
October 10th (Observed annually as a dedicated personal boundary day).
Thanksgiving Week (Wednesday through Sunday inclusive).
Christmas Eve, Christmas Day, and New Year’s Eve.
11. Weekly Operational Schedule & Independent Sovereignty
To ensure peak operational performance and execution, we follow a strict, unalterable weekly production schedule. As an independent B2B partner, we retain total sovereignty over our calendar:
Friday through Sunday (Operational Stand-Down): Closed.
Friday Training Reservation: Friday is a dedicated day for continuing education, deep industry training, and technical skill refinement. Because platform algorithms, data privacy compliance, and advertising network mechanics (Google, Meta, etc.) transform constantly, this time is fiercely protected to keep active brand strategies accurate. The specific content of this training is confidential, does not constitute a billable or reviewable corporate deliverable, and is completely exempt from Client oversight or reporting.
Monday Strategy & Alignment: Monday is reserved entirely for high-level backend strategy, systems engineering, and quarterly planning. Meetings are strictly capped between 1:00 PM and 3:00 PM EST and are limited exclusively to creative direction and strategic alignment. Monday meetings may not be utilized to dump new task checklists, assign immediate deliverables, or introduce short-turnaround requests. Any such attempt is classified as immediate scope creep and is governed strictly by Section 13.
Tuesday through Thursday (Standard Production & Call Days): Active production and client meeting windows are open.
Neurological Focus Alignment: Misty Burrell’s peak creative and analytical focus occurs during morning hours, during which the vast majority of deep strategic architecture is built. Consequently, meeting availability is strictly limited between 10:00 AM and 1:00 PM to prevent fragmented focus. This boundary is implemented deliberately to ensure uninterrupted, high-tier project execution for the ultimate benefit of the brands Misty Burrell and EmBeance Marketing & Design LLC manages.
12. Professional Sovereignty, Device Privacy, & Surveillance Ban
Absolute Prohibition on Tracking Software. As an independent B2B service provider, EmBeance Marketing & Design LLC operates on a value-driven, qualitative output delivery metric. The use of hourly timeclocks, punch-in systems, or activity logging is strictly prohibited.
Hardware Sovereignty. All labor is performed utilizing our own proprietary hardware and secure environments. The Client is explicitly prohibited from requiring, requesting, or forcing the installation of any tracking or workplace surveillance mechanisms—including but not limited to keystroke logging software, automated screenshot captures, mouse-movement tracking, background activity monitors, or "bossware" tools—on our devices.
Technical Performance Protective Clause. Our devices require unthrottled processing power, advanced system thread capacity, and full graphics card allocation to build high-end websites, compile complex data scripts, and run asset-heavy design suites. The installation of background surveillance software directly degrades device lifecycle, competes for critical system processing metrics, and causes artificial execution delays. Any attempt to mandate device tracking or enforce micmanagement metrics constitutes an immediate material breach of contract.
13. Dynamic Growth Scope & Premium Deliverable Firewalls
All-Inclusive Baseline Scope. The Client acknowledges that under this fractional Head of Marketing retainer model, standard growth-oriented executions are explicitly included within the continuous monthly baseline compensation. These standard baseline duties encompass designing, engineering, and launching ongoing promotional or organic marketing campaigns; creating, formatting, testing, and deploying new advertisement variations across active channels; and generating text assets, managing continuous copywriting adjustments, and administering live systems. These operations represent a shared commitment to fulfilling the brand’s scaling targets and do not incur auxiliary agency fees or task-based surcharges.
Premium Scope Exceptions (Change Order Thresholds). To protect the structural integrity of the contract and manage technical scaling, the baseline retainer explicitly excludes major core architectural transformations. A formal, written Change Order specifying an independent project fee, asset allocation, and milestone timeline is strictly required before the execution of either of the following premium initiatives:
New Website Designs & Core Platform Rebuilds: Any request to engineer, code, map, or deploy a completely new website interface, execute a platform-to-platform migration, or overhaul a live domain architecture that shifts away from the initial onboarding baseline setup.
Full Corporate Rebranding: Strategic initialization of an enterprise-level overhaul of the brand's identity, including total visual redesigns, identity re-mappings, structural market repositions, or total graphic re-alignments.
Refusal of Scope Overhauls. EmBeance Marketing & Design LLC preserves the absolute right to decline any major structural overhaul or platform rebuild request that is not accompanied by an executed B2B Change Order. Repeated attempts to slide full rebrands or un-scoped website overhauls into standard baseline operations shall be treated as an immediate material breach of contract and grounds for termination for cause.
14. Campaign Timing, Data Mining, & Production Standards
Prohibition on Last-Minute Demands. High-tier growth marketing requires detailed data mining, competitor intelligence mapping, visual formatting, and precise brand positioning architecture. Consequently, EmBeance strictly does not execute last-minute, reactive, or unmapped campaigns. Brand promotions, continuous advertisement shifts, and lead-generation flows must follow the systematic planning windows outlined in our active marketing strategy. Rushing creative assets into deployment without an analytical buffer is a strict operational violation and is not an exception made on request.
15. Ethical Marketing Content, Holiday Integrity, & Anti-Sabotage Standards
Mandatory Cultural & Holiday Consistency. EmBeance Marketing & Design LLC operates under a strict mandate of commercial ethics, reputational dignity, and market compliance. The Client contractually agrees that all national, commemorative, solemn, and religious holidays recognized within the brand's operational calendar—including but not limited to Memorial Day, Christmas, Ramadan, Good Friday, Easter, and Juneteenth—shall be treated with equal, uncompromised respect and strategic consistency, as audience members all too often share differing beliefs.
The Universal Demographics Rule. The Client explicitly acknowledges that a brand cannot claim to welcome all faiths and demographics, then turn around and ignore their major days and/or months of holiday, fasting, or foundational principles because they honor Ramadan or Hanukkah and not Christmas as a core example. Selective exclusion or dismissal of specific cultural and religious milestones fundamentally compromises the consumer-facing integrity of the brand strategy, degrades audience trust, and violates the compliance metrics of this partnership.
Prohibition on Holiday Volatility & Sudden Reversals. Strategic, solemn holiday messaging (such as planned Memorial Day remembrance graphics honoring fallen service members) represents an immovable component of audience trust. Once a graphic or text sequence has been integrated into the active brand timeline, the Client is strictly prohibited from executing reactionary, hostile reversals, or threatening the Consultant regarding the live deployment of that strategic asset.
Absolute Ban on Flash Deadlines & Campaign Sabotage. High-tier brand alignment requires systematic execution. EmBeance strictly enforces a zero-tolerance policy against sub-24-hour "flash deadlines" or unplanned campaign drops. Forcing a 1-hour deadline to launch a flash sale or reactive promotional event (such as unmapped holiday shopping drives or spontaneous retail campaigns) without data-backed planning constitutes willful campaign sabotage. If the Client overrides the master brand calendar to force an unplanned flash execution that results in audience attrition, subscriber hemorrhages, algorithmic drops, or platform-wide suspensions (including Meta account disables or massive email un-subscribes), the Client assumes 100% financial and reputational liability.
Reputational Defeasance Termination. Hostile verbal outbursts, screaming, issuing erratic threats, or sabotaging a long-term brand strategy drop to prioritize short-term personal exposure constitutes an immediate material breach. Such actions grant EmBeance Marketing & Design LLC the sovereign right to immediately terminate the active engagement for cause without notice, permanently freeze all administrative platform doors, delete all un-deployed strategic maps, and accelerate the remaining contract term balance as immediate liquidated damages.
16. Executive Work Autonomy, Rejection of Approval Gates, & Conditional W-2 Conversion
Operational Sovereignty & Expert Designation. In strict accordance with state and federal laws governing a B2B Independent Contractor consultancy role, EmBeance Marketing & Design LLC retains sole, exclusive, and absolute discretion over the methods, tactical processes, day-to-day production scheduling, and campaign execution by which the scoped work is performed within our defined operational calendar (Section 11).
Collaborative Review vs. Permission Gates. As a high-level strategic partner, the Consultant operates under a collaborative review model, voluntarily showing works-in-progress and running core elements by the Client as a professional courtesy to preserve brand alignment. However, the engagement completely rejects micromanagement, nitpicking, or mandatory formal approval processes. The Consultant is retained to own and execute the strategic marketing outcomes; the deployment of campaigns, ad graphics, and copywriting text does not sit behind mandatory client permission gates.
The Employee Loophole Block & Conditional W-2 Conversion Remedy. Any attempt by the Client to impose granular, piece-by-piece approval tracking systems, demand administrative sign-offs on standard creative iterations, or micro-manage the technical methods of execution violates independent contractor rules. Such behavior constitutes an explicit attempt to force a subordinate employee dynamic under an illegal misclassification loophole.
Right to Force Employment Status & File Regulatory Claims. If the Client engages in a continuous pattern of behavioral and operational control that violates B2B independent contractor status, the Consultant reserves the absolute and unilateral right to contractually transition the engagement into a formal W-2 Salaried Retainer role. Upon triggering this transition:
The Client shall immediately become the official Employer of Record and assume all statutory tax, withholding, and administrative liabilities.
The Consultant reserves the absolute right to file all necessary regulatory paperwork with federal and state agencies—including IRS Form SS-8 (Determination of Worker Status) and state Department of Labor unemployment benefit claims—to legally enforce worker misclassification remedies and secure back-paid corporate benefits.
The core financial revenue parameters (the baseline monthly retainer converted to an equivalent salaried rate) shall remain fully locked and enforceable in the Consultant's favor.
17. Prevention of Retaliation, Corporate Defamation, Extortion, & Loophole Mitigation
(a) Unlawful Nature of Coercion & Post-Contract Retaliation. The Client explicitly acknowledges that under applicable corporate and civil laws, it is an unlawful business practice to engage in contractual retaliation, public defamation, or corporate blacklisting. The use of bad-faith reviews, verbal screaming, personal intimidation, or threats of reputational harm to coerce the Consultant into surrendering proprietary, un-scoped intellectual property or un-cleared strategic assets constitutes actionable economic coercion and tortious interference.
(b) Absolute Loophole Defeasance Catch-All. The prohibitions against defamation, disparagement, and unauthorized asset extraction apply universally across all mediums, including all digital text messages (SMS/MMS), telephone voice communication, WhatsApp, social media platforms, or verbal statements to industry peers.
(c) Mutual Non-Disparagement & Hostility Clause. The Client (including its executives, parent corporate entities, and brand channels) and EmBeance Marketing & Design LLC mutually agree to maintain a professional, civil communication environment. Screaming, threatening, or using abusive language constitutes a permanent breach of this section and instantly voids the pre-dispute notice requirement in favor of the Consultant.
(d) Split-Timeline Pre-Dispute Notice & Mandatory Cure Windows. Prior to initiating any formal legal action or public escalation, the complaining party must provide detailed, formal written notice of the specific dispute via certified mail. The split-timelines to cure are strictly enforced:
Monetary Delinquency (Missed Retainer or Rebrand Surcharges): The Client is granted a strict window of five (5) business days to completely cure any missed retainer payment, split rebrand surcharge, or failed transaction. All labor is immediately frozen during a monetary delinquency.
Non-Monetary Strategic, Technical, or Compliance Disputes: For complex strategic or technical disagreements, both parties agree to allow a mandatory window of thirty (30) days from the delivery date to negotiate privately in good faith before pursuing external remedies.
(e) Venue Hook. Exclusive venue for any dispute arising under these terms shall lie solely in the local courts of Muscogee County, Georgia.
18. Operational Definitions: Harassment & Emergency Boundaries
Harassment Definition. For the strict enforcement of Section 9 (Termination for Cause), "Harassment" includes, but is not limited to: repeated or persistent attempts to contact us outside of scheduled working days or hours (Section 11) after an explicit request to cease has been made; any form of professional or personal threats; public disparagement executed without first fulfilling the mandatory pre-dispute notice requirements of Section 17; or the use of abusive, demeaning, hostile, or uncivil corporate communication.
Emergency Definition. For the strict enforcement of Section 11 (Weekly Schedule), an "Emergency" is narrowly defined as a catastrophic, critical systemic failure directly threatening an active, live digital asset. This is strictly limited to: a complete live website outage, an active advertising account suspension, or a confirmed cybersecurity breach. "Emergency" explicitly excludes routine operational requests, general dissatisfaction, last-minute creative pivots, or a Client preference for accelerated turnarounds.
19. Regulatory Compliance Integration & No Outcome Guarantees
Compliance Execution Mandate. We operate with direct, advanced compliance awareness and regulatory literacy across the Credit Repair Organizations Act (CROA), FTC Act Section 5, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Unfair, Deceptive, or Abusive Acts or Practices (UDAAP) standards, Food and Drug Administration (FDA) labeling regulations, the Americans with Disabilities Act (ADA) digital access requirements, and platform-specific network advertising policies. All strategic initiatives, lifecycle funnels, and copywriting structures are engineered to structurally mirror these compliance metrics.
Absolute Disclaimer of Outcome Guarantees. We strictly do not guarantee, promise, or warrant specific commercial outcomes, search engine rankings, metric improvements, traffic volume, corporate revenue, or scaling growth figures of any kind.
FTC-Compliant Marketing Posture. While historical deliverables and prior engagement assets may be referenced exclusively as technical proof of work, structural diagnostics, or architectural framework examples, we strictly do not utilize or provide "case studies" or "results-driven" marketing frames in any commercial or contractual material. This policy is rigidly maintained to ensure absolute alignment with FTC Act Section 5 guidelines regarding unsubstantiated, non-typical commercial claims.
20. Intellectual Property, Watermarking, & Signature Framework Protection
Proprietary Methodology Ownership. All methodology developed and used by Misty Burrell or EmBeance Marketing & Design LLC—including but not limited to the NorthStar Framework, the NorthStar Assessment, and our compliance review process—remains the sole, exclusive, and permanent intellectual property of Misty Burrell (Background IP). This contract does not convey any right, title, license, or disclosure of the underlying methodology, assessment structure, keyword strategy logic, or copywriting technique itself to the Client.
Keyword Research Exploitation Firewall. Keyword research we conduct is proprietary work product. It is delivered to the Client exclusively in its final, applied form—fully embedded within the Client's live website content, marketing copy, and campaign material. Raw keyword research (including but not limited to raw lists, data sets, spreadsheet metrics, search volume/competition analysis, or the strategic research process itself) is explicitly excluded from the scope of services, is not a deliverable under any engagement, and is strictly not provided to the Client separately from its applied use.
Copywriting Technique Reservation. How we structure copy, integrate keywords, and build hooks within content is proprietary methodology, not a deliverable in itself. The Client receives exclusively the finished copy produced during working hours; the underlying techniques, templates, and formulas used to produce it remain mine permanently.
Watermarked Works-in-Progress & The Paywall Shield. To prevent exploitative asset harvesting, all works-in-progress, custom brand assets, rebrand graphics, and strategic copy layouts shall remain visibly watermarked by the Consultant until every dime of the agreed contract fee or rebrand milestone has completely cleared our banking institution. The Client contractually acknowledges that attempting to extract, crop, replicate, screenshot, or deploy watermarked drafts, concepts, or recipes (including proprietary brand-specific culinary or lifestyle formulations) without rendering full payment constitutes willful theft of services and copyright infringement.
Demands for Raw Disclosure & Retainer Forfeiture. Any demand by the Client or their assistants for access to raw keyword databases, unapplied research process files, or underlying framework designs after a project has been initiated constitutes grounds for immediate termination of the engagement by the Consultant, without notice, without a single dollar of refund, and with all outstanding contract values fully accelerated.
Unauthorized Misappropriation & Theft. Attempting to obtain, extract, reverse-engineer, or use our proprietary methodology or raw work product outside the strict scope of the applied deliverables provided under an active, current, paid engagement constitutes theft of services, willful copyright infringement, and misappropriation of trade secrets under applicable state and federal laws, including the jurisdiction of Muscogee County, Georgia.
21. Corporate Liability & Third-Party Vendor Indemnification
B2B Allocation of Risk. The Client assumes full corporate liability arising from operations, business decisions, marketing deployment choices, and content publishing executed by the Client based on the strategic advice provided by the Consultant.
Consultancy Liability Cap. To the maximum extent permitted by law, the total cumulative financial liability of EmBeance Marketing & Design LLC for any claims, losses, or contract breaches arising under this engagement shall strictly not exceed the total amount of fees actually paid by the Client to the Consultant during the three (3) months immediately preceding the event giving rise to liability.
Third-Party Vendor & Label Maker Firewall. The Client bears sole financial, operational, and legal liability for all third-party suppliers integrated into this engagement, including but not limited to label makers, print shops, product packaging facilities, physical manufacturers, and external legal counsel retainers. Under no circumstances shall the Consultant be held liable for the Client’s failure to settle vendor invoices, pay printing fees, fund manufacturing runs, or maintain current balances or healthy relationships with external suppliers. The Client agrees to indemnify, defend, and hold the Consultant completely harmless against any collection actions, material processing delays, or structural legal claims arising from the Client's non-payment to third-party vendors or a third-party not fulfilling their duties.
22. Legacy Exclusion, Account Expiration, & Mandatory Troubleshooting Incident Fees
Absolute Bar on Un-Retained Historical Support. EmBeance Marketing & Design LLC strictly enforces an absolute firewall against free post-employment or historical software support. Once an active contract term expires or is terminated, and a client has not paid to maintain active retainers, our operational tracking obligations instantly expire.
The Free Support Prohibitions. We strictly do not provide free technical support or troubleshooting for former clients who have independently broken their websites, compromised or corrupted their Google Analytics/Search Console API connections, or been compromised by cybersecurity hacks due to trusting third-party actors.
Mandatory Emergency Incident Rates. Any historical account review, diagnostic audit, structural website rescue, or technical troubleshooting required by a legacy client separate from an active current retainer is strictly classified as an emergency incident. These services are billed at a mandatory corporate advisory rate of no less than $250 per hour, payable strictly in advance via bank-verified ACH or direct wire transfer before any diagnosis begins.
23. Mutual Corporate Confidentiality
Protection of Sensitive Data. Confidential operational and proprietary business information shared by the Client with us during the course of this active engagement will be kept strictly confidential and utilized solely for the internal execution of the scoped deliverables.
Equitable Reciprocity. This confidentiality covenant is executed in mutual alignment with, and subject to, the heavy intellectual property firewalls and technical methodology protections detailed independently in Section 20. The exchange of data does not compromise our Background IP or core architectural formulas.
24. Permanent Structural Survival
Terms Surviving Contract Termination. The parties explicitly agree that the rights, obligations, firewalls, and liabilities engineered within Section 17 (Prevention of Retaliation & Defamation), Section 20 (Intellectual Property & Proprietary Methodology), Section 21 (Corporate Liability & Vendor Indemnification), Section 22 (Legacy Exclusions & Incident Fees), and Section 23 (Mutual Corporate Confidentiality) shall permanently survive the termination, cancellation, or expiration of this Agreement for any reason.
25. General Provisions & Anti-Loophole Boilerplate
Severability. If any single provision, sub-bullet, or clause of this Master Service Framework is found by a court of competent jurisdiction to be unenforceable or invalid under Georgia law, that provision will be limited or eliminated to the minimum extent necessary. The remaining provisions of these Terms shall continue in full force and effect.
Entire Agreement. This Framework, integrated together with an explicitly executed Master Services Agreement and Statement of Work, constitutes the entire and absolute understanding between the Client and EmBeance Marketing & Design LLC. It supersedes and completely replaces all prior verbal discussions, text message threads, proposals, or informal understandings not formally incorporated into this signed text.
Operational Amendment. We retain the right to update this Framework from time to time to adapt to shifting federal data compliance regulations (FTC, FCC, DOL). Continued engagement after an update constitutes an absolute acceptance of the revised Terms. Material structural updates affecting an active, signed contract term will be communicated directly to the Client's corporate officers.
Strict Assignment Prohibition. The Client may not assign, transfer, flip, or delegate any rights, platform accesses, or corporate obligations under these Terms to any secondary entity without our explicit, prior written consent. We reserve the right to assign these Terms in connection with a formal restructuring or ownership evolution of the EmBeance brand equity.
Force Majeure. Neither party shall be held liable for standard processing delays or an inability to perform active duties resulting from circumstances completely beyond their reasonable control. This includes, but is not limited to: severe personal or immediate family medical crises, certified caregiving emergencies, natural disasters, utility failures, or platform-wide infrastructure outages (e.g., Squarespace, Shopify, Meta Ads API, or Google network blackouts).
26. Governing Law & Localized Jurisdiction Hook
Muscogee County Venue. These Terms, and all operational relations arising under them, are governed strictly by the laws of the State of Georgia, without regard to conflict of law principles. Exclusive jurisdiction and absolute venue for any legal dispute, enforcement hearing, or injunction arising under this Agreement shall lie solely in the local courts of Muscogee County, Georgia.
27. Administrative Contact
Official Communications Gate. All legal notices, corporate inquiries, formal clarifications, or certified communications regarding these Terms must be directed exclusively to our secure corporate inbox at: Info@EmBeance.com.