General Terms and Conditions for Services

These General Terms and Conditions (these “Terms”) form a binding agreement between NLA LLC dba Organize Mayhem (“Organize Mayhem,” “we,” “us,” or “our”), serving as your Operations Partner, and you, the client (“you” or “Client”). These Terms govern the online business management and operations services we provide (the “Services”). The specific scope, deliverables, package, price, and payment schedule for your engagement are set out in your invoice, proposal, or a more detailed project agreement we provide to you, which together with these Terms form the complete agreement between us.

1. Acceptance of These Terms

You accept and agree to be bound by these Terms when you approve and pay an invoice or deposit for our Services, when you sign a proposal or project agreement that references these Terms, or when you begin working with us on a project, whichever occurs first. A more detailed project agreement may follow and will govern the specific details of your engagement; where that agreement conflicts with these Terms, the project agreement controls for that engagement.

2. Purpose and Scope of Services

You engage us to provide online business management and operations services as your Operations Partner, and we agree to provide the Services described in your invoice, proposal, or project agreement, according to the terms set out here. We will work with you to design and implement the custom project identified in your project details (the “Project”). We will perform and complete the Services within the timeframe stated in your project details, which may be extended upon our mutual written agreement. We will not be responsible for failure to meet any deadline provided that we have used commercially reasonable efforts to complete the Project prior to such deadline.

Your package includes the number of revision rounds stated in your project details. Any additional revisions beyond those included will be billed at the per-revision rate stated in your project details. If you request additional services unrelated to your selected package, you will be billed at our hourly rate stated in your project details, or you may select another package we offer. If you choose to purchase another package, we must both execute an additional project agreement, which will control the terms of that engagement.

3. Deposit, Payment Options, and Terms

Full payment is due upfront to retain our Services, unless we expressly offer you a payment plan. Where we offer a two-payment option, the first payment is due upon acceptance to retain our Services, and the second and final payment is due fourteen (14) days after the first payment, or before any final deliverables, content files, and rights to content are released to you, whichever occurs first. The specific amounts and due dates for your engagement are stated in your invoice or project agreement. Regardless of the option selected, no final deliverables, files, or rights to content are released until payment is made in full.

Any additional services you request outside the scope of your project details, including additional hours, will be provided subject to our availability and agreement at our then-current hourly rate, billed to you monthly. All invoices are due within seven (7) days of receipt. All payments shall be in U.S. dollars.

Payment Methods

You shall remit all payments via the method(s) specified in your invoice or project agreement (for example, HoneyBook or ACH bank transfer).

Payment Failure

If, for any reason, your payment method fails, including a declined card or returned transfer, you shall have forty-eight (48) hours to cure payment or a penalty fee of $100 shall apply.

Late Payment

All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. You shall reimburse us for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due. If payment is late, we reserve the right to withhold further Services until payment is received, withhold delivery of any unfinished work, withhold transfer or assignment of rights to the work, and terminate this agreement for your breach.

Overtime

Any project deadlines or requests that require us to work after 6:00 PM EST or on weekend hours require our approval and will be billed at the overtime rate stated in your project details.

4. Changes and Additions

Additional revisions, changes, and additions not expressly included within your selected package will require you to execute a “change order” form, which will detail the additional changes and services to be provided and will require additional payment for those changes and services.

5. Expenses

Any additional expenses not expressly outlined in your project details and reasonably required to complete your Project will be submitted for your review before the expense is incurred and billed to you upon your approval. If the expense is not approved by you, we may improvise at our discretion. You acknowledge and accept any resulting effect to the nature or quality of final deliverables caused by your rejection of the proposed expense.

6. Timeline

We will use commercially reasonable efforts to deliver each milestone and the completed Project for your review within the timeframes set out in your project details. We will take all commercially reasonable efforts to perform the Services within the timeline specified, subject to your cooperation and to circumstances outside of our reasonable control.

7. Copyright Ownership

Upon our receipt of your approval of the final original content of the Project and full payment due under your project details, we hereby transfer and assign any copyright ownership of the final original content created and delivered under these Terms to you.

8. Rights Reserved to Us

We retain rights to any original content we create and incorporate into your projects, subject to the Copyright Ownership section above, unless we expressly agree otherwise in signed writing. This includes our pre-existing templates, systems, methods, processes, and know-how.

9. Portfolio Rights

Notwithstanding the transfer of ownership above, we retain the right to use screenshots, descriptions, and samples of the project deliverables in our portfolio, website, and social media for the sole purpose of marketing and showcasing our professional services. We agree to redact or blur any sensitive or confidential Client data prior to any public display.

10. Rights Reserved to You

Any content you provide to us or that pre-exists this agreement, including trademarks and original works, shall remain your property.

11. Effective Date and Term

Your engagement is effective on the date you accept these Terms as described above. Unless terminated under the Termination section below, this agreement will terminate automatically with respect to a given engagement when all Services and deliverables under your project details are completed and delivered to you and all fees are paid in full.

12. Cooperation and Your Responsibilities

You acknowledge and agree to fulfill certain responsibilities to achieve the purpose of this agreement:

Communicate and Cooperate

We each agree to communicate and cooperate with the other, as needed to execute the purpose and scope of this agreement in an amicable manner. You are responsible for cooperating with us in a timely and effective manner.

Provide Access and Adhere to Timeline

To achieve the purpose of this agreement, you may be required to take specific actions from time to time, such as providing platform login credentials and system access, delivering brand assets and copy, approving deliverables and milestones, and providing feedback on drafts. If you fail to cooperate in a timely or effective manner, certain projects and tasks may be delayed. Any delays by you may result in a day-for-day extension, or more, of the original timeline, as completion of the work requires.

If your lack of cooperation results in material delays or otherwise causes a material consequence to our ability to perform our obligations under this agreement, we may terminate this agreement due to your breach without providing a refund to you for the full package amount.

If the Project has not started due to missing elements or communication needed from you within seven (7) days of deposit receipt, we may terminate this agreement without providing a refund of your deposit.

If you are unresponsive and do not provide feedback on drafts or provide needed elements within ten (10) days of our request, we may terminate this agreement without providing a refund of your deposit, and you will be billed for work up to that date.

In the event of termination due to a material delay or repeated delays by you, if you wish to continue to retain our Services, a new project agreement pursuant to a new quote from us must be executed.

Approve Accuracy of Content

Unless we expressly agree otherwise, you are responsible for carefully checking and approving the accuracy of all content and assignments we produce and deliver to you in all respects, including copy, spelling, automation triggers, data mapping, link functionality, and technical access requirements. We shall not be liable for any errors or omissions in content or technical workflows that are approved, implemented, or made “live” to the public by you.

Comply with Applicable Laws and Industry Standards

You acknowledge and agree that it is your responsibility to ensure that all information and claims you provide to us are accurate, compliant with applicable laws, and conform with your industry standards.

Coordinate Necessary Parties

You or a designated third party shall coordinate decision-making and cooperation of necessary parties for a project or assignment outside the scope of our responsibilities as expressly set out in this agreement.

Provide Timely Information

You are responsible for providing necessary information, instructions, and content required for the execution, creation, and production of our Services and deliverables in a timely manner.

13. Opportunity to Cure

If you notify us that our Services or deliverables do not conform to the project specifications detailed in your project details, we shall have an opportunity to repair, correct, or re-design any non-conforming work. This shall not include any requests for revisions based on your subjective, unarticulated requirements. The opportunity to cure shall only apply to conformity with the express and objective project specifications we mutually agreed upon. All other revision requests will be billed hourly, according to these Terms.

14. Your Approval

Prior to the live launch of the Project assets, your approval is required. Subject to this approval, all deliverables are released on an “as is” basis. Any errors or technical malfunctions that remain in a deliverable approved by you, including without limitation typographical errors, broken links, or automation trigger failures, shall be corrected at your expense and may be billed at our hourly rate.

15. Independent Contractor Status

This agreement is not an employment agreement. At all times, we will act and perform Services as an independent contractor. Nothing in this agreement should be deemed or interpreted to render us as an employee, partner, agent, or joint venturer of yours. We have no authority to enter into any binding agreement on your behalf or hold ourselves out as having the authority to enter into agreements on your behalf. As an independent contractor, we are not entitled to any employee benefits from you. Neither party has the authority to act in the name or on behalf of, or otherwise bind, the other party in any way.

16. Freedom to Provide Services Elsewhere

This agreement does not restrict us from providing services to other clients. However, all final content and designs we release to you must be original and may not be distributed, reproduced, performed, publicly displayed, or made into a derivative work without your permission as the copyright holder. This shall not apply to any preliminary works we create and do not release to you.

17. Our Equipment and Subcontractors

We shall provide all necessary equipment, materials, supplies, and tools to complete the commissioned work. We are permitted to engage the services of third-party service providers to execute our obligations under this agreement. This permission in no way alters our responsibility to comply with any and all provisions contained in this agreement.

18. Confidentiality and Mutual Non-Disclosure

We will not disclose the details of any assignment or work commissioned by you, or any proprietary information belonging to you that we obtain or learn during the duration of this agreement, to any third parties without your express written permission. You agree not to disclose any proprietary information, confidential information, or trade secrets relating to our Services, including our methods and procedures. These mutual obligations shall survive termination of this agreement and shall terminate only if the confidential information becomes public or loses its status as confidential through no fault of the receiving party.

19. Accreditation and Promotions

You give us permission to use your name and a brief description of the Services we rendered to you in our marketing materials and business development efforts.

20. Taxes and Liabilities

You shall be responsible for any applicable sales or use taxes, even if such taxes are calculated after the completion of the Project or the term of this agreement. As an independent contractor, we are responsible for paying any and all withholding and other taxes imposed on us by law. No income taxes or payroll taxes of any kind will be paid or withheld by you. We agree to indemnify you for any tax liability imposed on you due to our failure to pay any such required taxes.

21. Termination

Either party may terminate this agreement at any time by written notice.

If you terminate this agreement after accepting these Terms but prior to the initial project strategy call, your deposit will be refundable, less a $100 administrative setup fee.

If you terminate this agreement any time after we have conducted the initial project strategy call, your deposit will be non-refundable, and you will be billed for all additional Services rendered, including system planning and strategy developed by us up to the date of termination.

If you terminate this agreement due to a material breach by us that we do not cure within seven (7) days of your written notice of such breach, you shall be refunded for any Services not yet rendered.

If we terminate this agreement at any time due to your breach (including, but not limited to, non-payment or failure to provide necessary platform access or information), you shall owe the full package price stated in your project details.

22. Our Declaration

We declare that we have complied with all federal, state, and local laws regarding any required business licenses, permits, or insurance to perform the Services outlined under this agreement.

23. Security

While we shall take all reasonable precautions to protect the security of the information you provide to us, you acknowledge the risk of transmitting data electronically and you transmit such data at your own risk. We shall also take all reasonable precautions to protect the security of your property that is entrusted to us. We are not responsible for any unauthorized use, loss, damage, or destruction of such property committed by third parties.

24. Force Majeure

In no event shall we, or our directors, officers, employees, agents, or affiliates, be liable for any delay or failure to fulfill our obligations to you under this agreement if the delay or failure is caused by forces beyond our reasonable control, including without limitation natural and nuclear disasters, fire, flood, riot, war (declared and undeclared), acts of terrorism, revolution, embargoes, strikes, work stoppages, civil or military disturbances, loss of communication or computer services, illness, or acts of God. In any such event, we shall be relieved of any and all obligations under this agreement during the applicable force majeure and shall resume performance as soon as reasonably practicable.

25. Warranties

Your Representations and Warranties

You represent, warrant, and covenant to us that: (a) you shall comply with your responsibilities and the terms of this agreement; (b) you shall comply with all applicable laws and your industry ethical standards; (c) your use and submission to us of any trademarks do not violate the rights of any third party; and (d) you own all rights and interests to content submitted to us for use in the Project and possess the right and authority to permit use of any and all content submitted to us for use in projects.

Our Representations and Warranties

We represent to you that we will provide the Services outlined in this agreement in accordance with reasonable professional standards and in a workmanlike manner. Except for the express warranties and representations stated in this agreement, we make no further warranties, representations, or guarantees (express, implied, statutory, or otherwise), including, but not limited to, fitness for a particular purpose or merchantability.

26. Limitation of Liability

Our Services and work product are provided “as is.” In no event shall we, or our directors, officers, employees, agents, or affiliates, be liable to you for direct, indirect, special, incidental, punitive, or consequential damages, losses, or expenses, including loss of profits, loss of goodwill, loss of data, or business disruption, through any action relating to our Services or work product, even if we have been advised of the possibility of such damages. In any and all circumstances, your maximum remedy and our maximum liability to you for any and all causes of action, whether in contract, tort (including negligence), or otherwise, shall be limited to the greater of the fees you paid to us under this agreement during the three (3) month period immediately preceding the events giving rise to the claim, or the total price of the package you selected.

27. Indemnification

You are responsible for ensuring that you have rights to any content you provide to us. You agree to indemnify and hold us harmless for any and all liability, damages, or expenses arising from your failure to ensure against copyright or trademark infringement, or a claim or accusation of copyright or trademark infringement made by a third party. You agree to indemnify and hold us harmless from and against any and all third-party losses, damages, expenses, liabilities, causes of action, and/or claims arising out of or related to your performance or non-performance of your obligations under this agreement, or your violation or failure to abide by any laws relating to these Terms.

28. Governing Law

This agreement is governed by the laws of the State of Maryland as if it were executed and wholly performed there. The state and federal courts located in Maryland will have exclusive jurisdiction over any case or controversy arising from or relating to this agreement. You hereby unconditionally and irrevocably consent to the personal and subject matter jurisdiction of the federal and state courts of the State of Maryland for purposes of any claim or action arising out of or relating to this agreement.

29. Entire Agreement, Amendment, Assignment, and Severability

These Terms, together with your invoice, proposal, or project agreement, represent the entire agreement between us regarding your Project and supersede any and all prior agreements between us in relation to the same. No other agreement, promise, or statement made on or before your acceptance shall be binding on the parties. These Terms may be modified only in a writing signed by both parties, except that we may update these website Terms from time to time and the version in effect when you accept applies to your engagement. Neither party may assign its rights or delegate its obligations under this agreement without the other party’s prior written consent, except that we may assign this agreement to a successor in connection with a merger, acquisition, or sale of substantially all of our assets. No waiver by us of a breach of any provision shall be construed as a waiver of any preceding or succeeding breach. All notices shall be in writing (email acceptable) to the addresses in your invoice or project agreement. If a court determines a provision of this agreement is unenforceable, the remainder of that provision and the rest of the agreement shall be severable and will remain in effect.

30. Acknowledgement

You acknowledge that you have read these entire Terms before accepting them, and that you have the right to have them reviewed by an attorney. By approving and paying your invoice or deposit, signing a proposal or project agreement that references these Terms, or beginning work with us, you agree to be bound by these Terms. Questions may be directed to us at contact@organizemayhem.com.

Last Updated: July 2026