Terms of Service

1. Acceptance of Terms

Welcome to Partnearn LLC ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the services provided by Partnearn LLC, a Wyoming limited liability company, including but not limited to our website located at https://partnearn.com, all related subdomains, digital platforms, and all professional services we offer (collectively, the "Services").

By engaging our Services, signing a service agreement, submitting a purchase order, making a payment, or otherwise indicating your acceptance, you ("Client," "you," or "your") agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" will refer to that entity.

If you do not agree with any provision of these Terms, you must not use our Services. We recommend that you print or save a copy of these Terms for your records.

2. Description of Services

Partnearn LLC is a full-service digital marketing agency. Our Services include, but are not limited to, the following:

• Social Media Management: Strategy development, content creation, community management, scheduling and publishing, analytics and reporting across platforms including Instagram, Facebook, TikTok, LinkedIn, X (formerly Twitter), YouTube, and Pinterest.
• Media Buying: Paid advertising strategy, campaign setup and management, audience targeting, budget allocation and optimization, A/B testing, performance tracking, and reporting across platforms such as Meta Ads, Google Ads, TikTok Ads, LinkedIn Ads, and programmatic display networks.
• Branding & Design: Brand identity development, logo design, brand guidelines, visual identity systems, marketing collateral, packaging design, and presentation design.
• Website Development: Custom website design and development, e-commerce solutions, landing pages, content management systems, website maintenance, performance optimization, and SEO implementation.
• CGI Video Production: Computer-generated imagery, 3D modeling, animation, motion graphics, product visualization, promotional video content, and post-production editing.

The specific scope, deliverables, timelines, and pricing for each engagement will be outlined in a separate service agreement, proposal, or statement of work ("SOW") agreed upon by both parties prior to commencement of work. In the event of a conflict between these Terms and a signed SOW, the SOW shall control with respect to the specific engagement it covers.

3. Client Onboarding and Account

To engage our Services, you may be required to complete an onboarding process that includes providing accurate and complete business information, granting access to relevant platforms and accounts, and signing a service agreement or SOW.

If you create an account on our website or client portal, you are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to immediately notify us at hello@partnearn.com of any unauthorized use of your account or any other breach of security.

You represent and warrant that all information you provide to us is truthful, accurate, and complete, and you agree to keep such information updated throughout the duration of our engagement.

4. Payment Terms

All fees for Services are set forth in the applicable SOW, proposal, or invoice. Partnearn LLC operates on a service-based payment model. Payments are invoiced on a per-project basis or as a monthly retainer, depending on the nature of the engagement.

4.1 Invoicing

Invoices are issued electronically via email or through our payment processing system. For project-based work, invoices may be issued upon execution of the SOW (for deposits), at agreed-upon milestones, or upon project completion, as specified in the SOW. For monthly retainer engagements, invoices are issued on the first business day of each calendar month for that month's services.

4.2 Payment Due Dates

Unless otherwise specified in the applicable SOW, all invoices are due and payable within fifteen (15) calendar days of the invoice date ("Net 15"). We accept payment via credit card, debit card, ACH bank transfer, and wire transfer. All payments are processed in United States Dollars (USD) unless otherwise agreed in writing.

4.3 Deposits

For project-based engagements, we typically require a non-refundable deposit of fifty percent (50%) of the total project fee prior to commencement of work, unless otherwise negotiated. The remaining balance is due upon project completion or as outlined in the milestone schedule.

4.4 Late Payments

Invoices not paid by the due date will incur a late fee of one and a half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Late fees begin accruing on the day following the payment due date. Additionally, Partnearn LLC reserves the right to suspend or halt all work on active projects and campaigns if any invoice remains unpaid for more than thirty (30) days past the due date.

4.5 Taxes

All fees are exclusive of applicable taxes, levies, or duties. You are responsible for paying all applicable sales, use, value-added, or other taxes associated with the Services, excluding taxes based on Partnearn LLC's net income.

4.6 Third-Party Costs

Certain Services may require expenditures on third-party tools, advertising spend, stock media, hosting, domain registration, software licenses, or other external costs. Unless expressly included in our fee, these costs are the responsibility of the Client and will be billed separately or passed through at cost. All third-party advertising spend (e.g., Meta Ads, Google Ads) is non-refundable once committed to the advertising platform.

5. Service Delivery and Timelines

Partnearn LLC will make commercially reasonable efforts to deliver Services within the timelines outlined in the applicable SOW. However, all delivery dates are estimates and are not guaranteed, as project timelines may be affected by factors including but not limited to:

• Timely receipt of content, assets, and information from the Client
• Client feedback and approval response times
• Scope changes or additional requests
• Third-party platform delays or technical issues
• Force majeure events

Delays caused by the Client's failure to provide necessary materials, feedback, or approvals in a timely manner shall not constitute a breach by Partnearn LLC and may result in revised timelines and additional charges.

We will communicate proactively regarding project status and any anticipated delays. Clients will be provided with regular progress updates at intervals agreed upon in the SOW or as reasonably appropriate for the engagement.

6. Client Responsibilities

The success of our Services depends on active collaboration. As a Client, you agree to the following responsibilities:

• Provide all necessary content, assets, brand materials, login credentials, and platform access required for the performance of Services in a timely manner.
• Designate a primary point of contact authorized to provide approvals, feedback, and make decisions on behalf of the Client.
• Respond to requests for feedback, approvals, or information within five (5) business days unless a different timeframe is agreed upon.
• Ensure that all content and materials provided to Partnearn LLC do not infringe upon any third-party intellectual property rights, violate any applicable laws, or contain any defamatory, obscene, or otherwise unlawful material.
• Maintain active subscriptions and access to all third-party platforms and tools necessary for service delivery (e.g., social media accounts, hosting accounts, analytics platforms).
• Pay all invoices in full and on time in accordance with the payment terms set forth herein.
• Comply with all applicable laws and regulations in connection with the use of our Services and the marketing of your products or services.

Failure to fulfill these responsibilities may result in project delays, reduced quality of deliverables, additional charges, or suspension of Services, and Partnearn LLC shall not be liable for any consequences arising from such failure.

7. Intellectual Property Rights

7.1 Client Materials

You retain all ownership rights in the content, trademarks, brand assets, and other materials you provide to us ("Client Materials"). By providing Client Materials, you grant Partnearn LLC a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display such materials solely for the purpose of performing the Services during the term of our engagement.

7.2 Deliverables

Upon full payment of all applicable fees, Partnearn LLC assigns to you all ownership rights in the final deliverables created specifically for you as part of the Services ("Deliverables"), except as noted below. Until full payment is received, Partnearn LLC retains all rights, title, and interest in and to all Deliverables.

7.3 Pre-Existing Materials

Partnearn LLC retains all rights in its pre-existing intellectual property, including but not limited to proprietary tools, templates, frameworks, methodologies, code libraries, processes, techniques, and know-how ("Pre-Existing Materials"). To the extent any Pre-Existing Materials are incorporated into the Deliverables, Partnearn LLC grants you a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of the Deliverables.

7.4 Portfolio Rights

Unless otherwise agreed in writing, Partnearn LLC retains the right to display and reference the Deliverables and a general description of the Services performed in its portfolio, website, marketing materials, and case studies for promotional purposes. If you require confidentiality regarding the engagement, please notify us in writing prior to commencement of Services, and we will accommodate such requests.

8. Confidentiality

Each party acknowledges that in the course of performing under these Terms, it may receive or have access to confidential information of the other party. "Confidential Information" includes all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, including but not limited to business strategies, financial information, customer data, proprietary processes, marketing plans, login credentials, and trade secrets.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to any third party without the disclosing party's prior written consent; and (c) use it solely for the purpose of performing obligations under these Terms. These confidentiality obligations shall survive termination of the engagement for a period of two (2) years.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARTNEARN LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF PARTNEARN LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PARTNEARN LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO PARTNEARN LLC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Without limiting the foregoing, Partnearn LLC does not guarantee any specific results, outcomes, or return on investment from the Services. Digital marketing results are influenced by numerous factors beyond our control, including but not limited to market conditions, competition, algorithm changes by third-party platforms, consumer behavior, product quality, and the Client's own business operations.

Partnearn LLC shall not be liable for any loss or damage arising from: (a) changes to third-party platform algorithms, policies, or terms of service; (b) suspension or termination of the Client's accounts on third-party platforms; (c) Client's failure to comply with applicable laws and regulations; or (d) any actions or inactions of the Client or its representatives.

10. Indemnification

You agree to indemnify, defend, and hold harmless Partnearn LLC, its members, managers, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement or misappropriation of any third-party intellectual property rights; (d) any content, materials, or information you provide to us; (e) your products, services, or business practices; or (f) any dispute between you and a third party relating to the Services.

Partnearn LLC agrees to indemnify, defend, and hold harmless the Client from and against any claims arising directly from Partnearn LLC's gross negligence or willful misconduct in performing the Services, provided that the Client promptly notifies Partnearn LLC in writing of any such claim and cooperates fully in the defense thereof.

11. Termination

11.1 Termination by Client

You may terminate a monthly retainer engagement by providing thirty (30) days' written notice to Partnearn LLC at support@partnearn.com. For project-based engagements, you may terminate at any time by providing written notice; however, you shall be responsible for payment of all fees for work completed up to the date of termination, including any non-refundable deposits and committed third-party costs.

11.2 Termination by Partnearn LLC

Partnearn LLC may terminate these Terms or any engagement: (a) immediately upon written notice if you breach any material provision of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice; (b) immediately if any invoice remains unpaid for more than thirty (30) days past the due date; (c) immediately if you engage in conduct that is unlawful, unethical, or that could reasonably be expected to harm Partnearn LLC's reputation; or (d) upon thirty (30) days' written notice for any reason or no reason.

11.3 Effects of Termination

Upon termination: (a) all outstanding invoices become immediately due and payable; (b) each party shall return or destroy the other party's Confidential Information; (c) Partnearn LLC will deliver all completed Deliverables for which full payment has been received; (d) Partnearn LLC will provide reasonable assistance in transitioning Services to the Client or a new provider, subject to payment for such assistance at our then-current rates; and (e) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 7, 8, 9, 10, 13, and 14.

12. Service Availability & Restrictions

Our Services are available to businesses and individuals in the United States and internationally, subject to applicable law. By engaging our Services, you represent that you are not located in, under the control of, or a national or resident of any country to which the United States has imposed trade sanctions or embargoes, and that you are not on any U.S. government restricted party list, including but not limited to lists administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.

Partnearn LLC reserves the right to decline or terminate services to any client or prospective client at its sole discretion, including where providing services would violate applicable U.S. law, trade sanctions, or export control regulations.

13. Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles. Partnearn LLC is a Wyoming limited liability company with its principal place of business at 30 N Gould St, Ste R, Sheridan, WY 82801.

14. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute"), the parties agree to first attempt to resolve the Dispute through good-faith negotiation. Either party shall provide written notice of the Dispute to the other party, and the parties shall endeavor to resolve the Dispute within thirty (30) days of such notice.

If the Dispute is not resolved through negotiation, the parties agree to submit the Dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Sheridan County, Wyoming, or at another mutually agreed-upon location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Each party shall bear its own costs and attorneys' fees in connection with any Dispute, unless the arbitrator determines that one party's claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

15. Warranties and Disclaimers

Partnearn LLC warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any Services do not conform to this warranty, Partnearn LLC will, at its sole discretion, re-perform the non-conforming Services at no additional charge, provided that you notify us of the non-conformity in writing within fifteen (15) days of delivery.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PARTNEARN LLC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PARTNEARN LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, power outages, internet or telecommunications failures, cyberattacks, or any other event that could not have been reasonably foreseen or prevented ("Force Majeure Event"). The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected engagement upon written notice.

17. Modification of Terms

Partnearn LLC reserves the right to modify, update, or revise these Terms at any time at its sole discretion. When we make material changes, we will update the "Last Updated" date at the top of this page and, where reasonably practicable, provide notice to active Clients via email.

Your continued use of our Services after any modification constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must cease using our Services and may terminate your engagement in accordance with Section 11. It is your responsibility to review these Terms periodically.

18. Miscellaneous

18.1 Entire Agreement

These Terms, together with any applicable SOW, proposal, or service agreement, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

18.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

18.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Partnearn LLC. Partnearn LLC may assign these Terms without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18.5 Independent Contractor

Partnearn LLC is an independent contractor, and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

18.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested, postage prepaid; or (c) sent by email with confirmation of receipt. Notices to Partnearn LLC shall be sent to the address or email specified in the Contact Information section below.

19. Contact Information

If you have any questions, concerns, or inquiries about these Terms of Service, please contact us: