Terms & Conditions - Eric Sorensen

Effective Date: August 1, 2025
Last Updated: August 12, 2025

Definitions
1. For purposes of these Terms, the following definitions apply:
  1. “Services” means the fractional Chief Marketing Officer (CMO) services and related consulting described in a Service Agreement or Statement of Work (“SOW”).
  2. “Deliverables” means the work products, reports, content, or other outputs produced by us in providing the Services, as specified in the applicable Service Agreement.
  3. “Our Materials” means all materials, tools, software, code, methodologies, processes, templates, AI-generated outputs, and intellectual property developed, owned, or licensed by us.
  4. “Client Materials” means all materials, data, content, or intellectual property you provide to us for the purpose of performing the Services.
  5. “Confidential Information” has the meaning provided in the Confidentiality section of these Terms.
  6. “Force Majeure Event” means any event beyond our reasonable control, including natural disasters, cyberattacks, governmental actions, strikes, or third-party service outages.
Acceptance of Terms
1. By accessing or using our website eric-sorensen.com (the “Website”) or engaging our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions (“Terms”). If you disagree, do not use our Website or Services.
Services
1. We provide fractional CMO services specializing in fintech, ecommerce, and wellness/mindfulness sectors.
2. Service Scope: The specific Services, Deliverables, and timelines will be outlined in a separate Service Agreement or SOW signed by both parties.
3. AI Integration: We may use AI technologies for market analysis, content creation, customer segmentation, and performance optimization. You acknowledge that AI-generated outputs may be included in Deliverables, subject to human oversight.
Eligibility
1. To engage our Services or use our Website, you must:
  1. Be at least 18 years old or have legal authority to enter into contracts.
  2. Represent a business or entity operating in or related to the fintech, ecommerce, or wellness/mindfulness sectors, or otherwise be approved by us.
Service Agreement Modifications
1. The applicable Service Agreement or SOW governs engagements.
2. Changes to the scope of Services must be in writing and signed by both parties.
Fees and Payment
1. Pricing: Fees will be outlined in the Service Agreement or SOW, quoted in U.S. dollars, and exclusive of applicable taxes unless otherwise stated.
2. Payment Terms: Payments must follow the schedule in the Service Agreement. Late payments may incur a fee of 1.5% per month (18% per annum) or the maximum permitted by law.
3. Suspension for Non-Payment: We may suspend performance or withhold Deliverables until overdue amounts and applicable late fees are paid in full.
4. Collection Costs: You agree to reimburse us for reasonable costs of collecting overdue amounts, including legal fees.
5. Refunds: Services are non-refundable except as stated in the Service Agreement or required by law.
Client Responsibilities
1. You agree to:
  1. Provide accurate, complete, and timely information, materials, and system access as needed.
  2. Respond promptly to feedback and approval requests.
  3. Ensure compliance with all applicable laws and regulations in your use of the Services.
Intellectual Property
1. Our Materials: Remain our sole property or that of our licensors, unless otherwise specified in the Service Agreement.
2. Client Materials: You grant us a non-exclusive, royalty-free, worldwide, transferable license to use, reproduce, modify, and adapt Client Materials solely for performing the Services. You warrant that you have the rights to grant this license.
3. Deliverables: Unless otherwise stated in the Service Agreement and subject to full payment, we grant you a non-exclusive, perpetual, worldwide license to use Deliverables solely for your internal business purposes.
4. Promotional Use Post-Termination: Subject to the Confidentiality section, you grant us a perpetual, non-exclusive, royalty-free, worldwide license to reference, display, and use any non-confidential Deliverables, anonymized results, your company name, publicly available trademarks, and any testimonials you voluntarily provide, for marketing, portfolio, or promotional purposes. You waive any moral rights in such materials to the extent permitted by law.
Confidentiality
1. Definition: “Confidential Information” includes any non-public information disclosed by either party, including business plans, financial data, customer information, and proprietary methodologies.
2. Obligations: Both parties agree to protect Confidential Information and not disclose it to third parties without prior written consent, except as required by law or to perform the Services. Non-confidential materials may be used as permitted in the Intellectual Property section.
3. Duration: These obligations survive termination for two (2) years.
AI Usage and Limitations
1. AI outputs are provided for informational purposes only and do not constitute legal, financial, or regulatory advice.
2. While we review AI-generated Deliverables, they may contain errors. You are responsible for verifying their accuracy and compliance.
3. We are not liable for losses from reliance on AI outputs unless caused by our gross negligence or willful misconduct.
Data Protection
1. We comply with applicable data protection laws, including CCPA, CPRA, and GDPR.
2. You are responsible for obtaining any required consents for personal data you provide.
3. In the event of a data breach involving your data, we will notify you within a commercially reasonable period as required by law.
Third-Party Services
1. We may use third-party platforms, APIs, or tools in delivering Services. We are not liable for downtime, errors, or delays caused by such third-party services.
Limitation of Liability
1. No Warranties: Services are provided “as is” except as stated in the Service Agreement.
2. Liability Cap: Our total liability will not exceed the fees paid in the three (3) months preceding the claim.
3. Exclusions: We are not liable for indirect or consequential damages, including lost profits or data.
Indemnification
1. By You: You agree to indemnify us against claims, losses, or damages from your breach of these Terms, your violation of laws, or unauthorized use of Deliverables.
2. By Us: We will indemnify you for claims directly arising from our gross negligence or willful misconduct.
Non-Solicitation
1. For twelve (12) months after termination, you will not solicit or hire our employees, contractors, or consultants without our prior written consent.
Termination
1. Either party may terminate per the Service Agreement or upon 30 days’ written notice for material breach if not cured.
2. Upon termination, you must pay for all Services rendered to date.
3. Rights and obligations regarding Intellectual Property, Confidentiality, payment, and indemnification survive termination.
Governing Law and Dispute Resolution
1. This Agreement, and any dispute, claim, or controversy arising out of or relating to it (including its existence, validity, interpretation, performance, or termination), shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles.
2. Any such dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The seat (legal place) of arbitration shall be Wilmington, Delaware, USA, and the arbitration shall be conducted either in person in Wilmington, Delaware, or via virtual/remote proceedings if mutually agreed by the parties.
3. The arbitration shall be conducted before a single arbitrator unless the parties agree otherwise. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally in the administrative expenses of the arbitration, unless otherwise determined by the arbitrator.
4. You and we expressly waive any right to a jury trial in any forum.
Modifications to Terms
1. We may update these Terms from time to time. The revised Terms will be posted on our Website with the “Last Updated” date. Continued use after changes constitutes acceptance.
Force Majeure
1. We are not liable for delays or failures due to Force Majeure Events.
Miscellaneous
1. Entire Agreement: These Terms, together with the Service Agreement and any referenced policies, constitute the entire agreement between you and us, and supersede all prior or contemporaneous understandings, whether written or oral.
2. Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights or obligations to a successor entity without restriction.
3. No Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
4. Kindliness: The Parties agree to engage with one another and all third parties in a professional, respectful, and kind manner. Hostile, abusive, or discriminatory conduct constitutes a material breach of these Terms and may result in immediate termination of Services for cause.
5. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
6. Enforcement of Arbitration Awards: Any court proceedings to confirm, modify, or enforce an arbitration award under these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, USA, and you consent to the personal jurisdiction of such courts for that purpose.
Contact Us
1. Email: hello@eric-sorensen.com
2. Website: eric-sorensen.com/contact-us
3. By using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.