GENERAL TERMS AND CONDITIONS  
Double Loop Marketing LC  

Effective Date: Jan 2026  

These General Terms and Conditions (“Terms”) govern the provision of all services by Double Loop Marketing LC, a Montana limited liability company (“Company,” “we,” “us,” or “our”), to any client (“Client,” “you,” or “your”). By engaging our services, signing a proposal, Statement of Work (“SOW”), or any agreement that references these Terms, you agree to be bound by them. These Terms, together with any SOW or specific agreement, form the entire agreement between the parties.

1. Services  
We will provide marketing, strategy, consulting, digital marketing, content creation, community building, advertising, branding, analytics, and related services as described in the applicable SOW or proposal (“Services”).  

The scope of Services is limited to what is expressly stated in the SOW. Any additional or changed work requires a written amendment or new SOW signed by both parties.  

We will perform the Services in a professional manner consistent with industry standards. We do not guarantee specific business results, sales, leads, or ROI, as outcomes depend on many factors outside our control.

5. Intellectual Property  
- Our Pre-Existing Materials: We retain ownership of all our pre-existing tools, templates, methodologies, and know-how.  
- Deliverables: Upon full payment, we grant you a perpetual, non-exclusive, royalty-free license to use the custom deliverables created specifically for you under the SOW for your internal business purposes. You may not resell, sublicense, or modify them without our written consent unless the SOW states otherwise.  
- Client Materials: You grant us a limited license to use your trademarks, logos, and content solely as needed to perform the Services.  
- Third-Party Materials: Any stock images, fonts, music, or third-party assets are licensed separately; you are responsible for complying with those license terms.

6. Confidentiality  
Each party agrees to keep the other’s confidential information (including strategies, client lists, pricing, and non-public data) strictly confidential and use it only to perform obligations under the agreement. This obligation survives termination for 3 years.

7. Representations and Warranties  
- You represent that you have the authority to enter into this agreement and that the materials you provide do not infringe any third-party rights.  
- We warrant that we will perform the Services professionally. EXCEPT AS EXPRESSLY STATED, WE PROVIDE ALL SERVICES “AS IS” AND DISCLAIM ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability  
To the fullest extent permitted by Utah law, neither party is liable for any indirect, incidental, consequential, punitive, or special damages (including lost profits, lost data, or business interruption), even if advised of the possibility.  

Our total liability under any SOW shall not exceed the total fees actually paid by you to us under that SOW in the 12 months preceding the claim.

9. Indemnification  
You agree to indemnify, defend, and hold us harmless from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from:  
- Your breach of these Terms or any SOW;  
- Your provided materials infringe third-party rights; or  
- Your violation of applicable laws.  

We will indemnify you for claims that the custom deliverables we create infringe third-party intellectual property rights, subject to the same limitations above.

10. Independent Contractor  
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. We control the manner and means of performing the Services.

11. Force Majeure  
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., acts of God, pandemics, strikes, internet outages, government orders), provided the affected party gives prompt notice and resumes performance as soon as possible.

12. Governing Law and Dispute Resolution  
These Terms are governed by the laws of the State of Utah, without regard to conflict of laws principles.  

Any dispute arising out of or relating to these Terms or any SOW shall first be attempted to be resolved through good-faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration in Salt Lake City, Utah, under the rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction.  

The prevailing party in any arbitration or litigation is entitled to recover its reasonable attorneys’ fees and costs.

13. Miscellaneous  
- Entire Agreement: These Terms, together with the SOW, constitute the entire agreement and supersede all prior understandings.  
- Amendments: Changes must be in writing and signed by both parties.  
- Severability: If any provision is held invalid, the remainder remains in effect.  
- Assignment: You may not assign this agreement without our prior written consent. We may assign it to an affiliate or in connection with a sale of our business.  
- Notices: All notices must be in writing and sent to the addresses in the SOW (or the most recent address provided).  
- Survival: Sections on payment, intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

By engaging our Services, you acknowledge that you have read, understood, and agree to these Terms.

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Double Loop Marketing LC  
1001 S Main Ste 49 Kalispell, MT 59901  
Email: Support@doubleloopmktg.com  
www.doubleloopmktg.com