Legal · Terms Effective 23 April 2026 Version 2.0

Terms & Conditions

Welcome to KATES ESSENTIALS LLC (“KE,” “we,” “us,” or “our”). These Terms & Conditions (“Terms”) govern: (a) your access to and use of the website katesessentials.com and any content we publish; and (b) any engagement between KE and you or the company you represent (“Client”) for branding, creative direction, design, marketing, or related professional services (“Services”). If you do not agree with these Terms, do not use the site or engage us.

A signed Statement of Work (“SOW”), Master Services Agreement (“MSA”), proposal, or order confirmation (each, an “Order”) supplements these Terms. Where a written Order conflicts with these Terms, the Order controls for that engagement.

1 · Parties & eligibility

KE is a Massachusetts limited-liability company. By entering into an Order or using the site, you represent and warrant that (a) you are at least 18 years old and competent to form a binding contract; (b) if you act on behalf of a company, you are authorized to bind that company; and (c) you are not barred from receiving services under U.S. or other applicable sanctions, export controls, or other laws.

2 · Services

KE provides the following categories of Services, each scoped specifically in the applicable Order: custom website design and development, paid-advertising management (Meta, Google, TikTok, and similar platforms), brand identity and creative direction, email marketing and automation, social-media management, SEO and website optimization, and related strategy and production work. Exact deliverables, timelines, review cycles, acceptance criteria, and fees for each engagement are set out in the Order.

3 · Orders, engagement start, and change control

3.1 Acceptance. An engagement begins when both parties have executed the Order and KE has received the agreed-upon deposit. KE may decline any inquiry or proposed engagement at its discretion before acceptance.

3.2 Information from Client. Timelines assume Client promptly provides brand assets, content, credentials, approvals, and feedback. Material Client delays may extend the timeline and KE’s fees on a pro-rata basis.

3.3 Change control. Requests that materially expand the scope, shift key deadlines, or change deliverables are “Change Orders.” KE will provide a written estimate of impact on fees and schedule before work begins. No Change Order is binding until signed.

4 · Fees, deposits, and payment

4.1 Fees. Fees are stated in the Order and exclusive of applicable sales, use, VAT, or similar taxes, which are Client’s responsibility.

4.2 Deposit. Unless otherwise stated, 50% of the Order fee is due on signing and is non-refundable once work has commenced.

4.3 Invoicing. KE invoices against the milestone or billing schedule in the Order. Standard payment terms are net 14 from invoice date.

4.4 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs and attorney fees. KE may suspend Services after 10 days’ written notice of non-payment and retain deliverables until paid in full.

4.5 Pass-through costs. Third-party costs (ad spend, stock assets, software licenses, domain/hosting fees, fonts) are billed at cost plus a customary handling fee where specified in the Order. Ad spend is the Client’s responsibility and typically paid directly to the platform (Meta, Google, etc.); KE does not front ad spend unless explicitly agreed.

4.6 Refunds. Deposits are non-refundable once work has commenced. Prepaid but unperformed fees are refundable pro-rata only if KE materially breaches these Terms or the Order and fails to cure within 30 days.

5 · Intellectual property

5.1 Client deliverables. Subject to full payment, KE assigns to Client all right, title, and interest in the final deliverables produced specifically for Client under the Order (“Deliverables”), excluding the Retained Materials defined below. Until full payment is received, Client receives only a limited, revocable license to review the Deliverables; no production or public use is permitted.

5.2 Retained Materials. KE retains all right, title, and interest in any pre-existing tools, templates, frameworks, source code, design systems, methodologies, know-how, and general skills (“Retained Materials”). KE grants Client a perpetual, worldwide, royalty-free license to use Retained Materials solely as incorporated into the Deliverables.

5.3 Client Materials. Client retains ownership of all content, logos, copy, photography, and other materials Client provides to KE (“Client Materials”). Client grants KE a limited license to use the Client Materials for the sole purpose of performing the Services.

5.4 Drafts and concepts. Ownership of rejected or unused concepts, drafts, sketches, and non-final variants remains with KE and may be re-used in future work, including for other clients, provided no confidential Client information is disclosed.

5.5 Third-party assets. Some Deliverables may include third-party fonts, stock imagery, icons, plugins, or open-source code licensed under separate terms. KE will inform Client of any material third-party licenses, which run with the Deliverables.

5.6 Portfolio & promotion. Unless the Order specifies otherwise in writing, KE may display the Deliverables and identify the Client (including by logo) in KE’s portfolio, case studies, award submissions, and promotional materials. Client may request removal by written notice, which KE will honor within a reasonable period.

5.7 Moral rights. To the extent permitted by law, KE waives any moral rights in the Deliverables in favor of Client.

6 · Client warranties

Client represents and warrants that (a) Client owns or has the right to use all Client Materials it provides to KE, (b) Client Materials do not infringe the rights of any third party or violate any law, and (c) Client will obtain any required permissions, releases, or clearances before providing Client Materials. Client agrees to defend, indemnify, and hold KE harmless from any claim arising from a breach of this Section.

7 · Advertising-platform services

Where an Order includes paid-ads management, the following applies in addition to the general Terms:

8 · Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). The receiving party will: (a) use the Confidential Information only to perform or benefit from the Services; (b) protect it with the same care it uses for its own confidential information, at minimum reasonable care; and (c) not disclose it to third parties except to employees, contractors, and advisors under equivalent confidentiality obligations. Confidential Information does not include information that is public through no fault of the receiver, was already known, is independently developed, or is lawfully obtained from a third party. Either party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.

KE will sign a separate Non-Disclosure Agreement on request before substantive discussions. Confidentiality obligations survive termination for 3 years, or indefinitely for trade secrets.

9 · Data protection

KE’s collection and use of personal information is described in our Privacy Policy. Where KE processes personal information on behalf of Client (for example, as part of a paid-ads or email-marketing engagement), the parties will sign a Data Processing Addendum (DPA) incorporating EU Standard Contractual Clauses and UK/Swiss addenda as applicable.

10 · Revisions & acceptance

Each Order specifies the number of review rounds included (typically two to three) and an acceptance period (typically five business days from delivery of a deliverable). Client’s silence beyond the acceptance period is deemed acceptance. Additional revisions beyond the specified rounds are billed at KE’s standard hourly rate stated in the Order.

11 · Warranties & disclaimers

11.1 KE warranty. KE warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards and that the Deliverables will substantially conform to the Order specifications at the time of delivery. Client’s exclusive remedy for breach of this warranty is re-performance of the non-conforming Services or correction of the Deliverables at no additional cost, provided Client gives written notice within 30 days of delivery.

11.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.1, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” KE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KE DOES NOT WARRANT THAT THE SITE OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AGAINST ALL ATTACKS, OR THAT ANY SPECIFIC BUSINESS OUTCOME WILL BE ACHIEVED.

12 · Indemnification

12.1 By KE. KE will defend Client against any third-party claim alleging that the Deliverables, as delivered by KE and used as permitted in the Order, infringe a U.S. copyright, trademark, or trade secret, and will pay damages finally awarded or amounts agreed in settlement. KE has no obligation for claims arising from: (a) Client Materials; (b) Client’s modifications to the Deliverables; (c) combination with products not supplied by KE; or (d) use beyond the license granted.

12.2 By Client. Client will defend KE against any third-party claim arising from Client Materials, Client’s products or services, Client’s use of the Deliverables outside the license granted, or Client’s breach of Section 6, and will pay damages finally awarded or amounts agreed in settlement.

12.3 Process. The indemnifying party’s obligations are conditioned on the indemnified party (a) promptly notifying the indemnifier in writing, (b) giving sole control of defense and settlement (no admission without consent), and (c) reasonably cooperating at the indemnifier’s expense.

13 · Limitation of liability

13.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO KE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Carve-outs. Sections 13.1 and 13.2 do not limit (a) a party’s indemnification obligations, (b) breaches of confidentiality or IP rights, (c) Client’s payment obligations, or (d) liability that cannot be limited under applicable law (e.g., gross negligence, willful misconduct, fraud).

14 · Term & termination

14.1 Term. An engagement continues until the Services in the Order are complete or until terminated under this Section.

14.2 For convenience. Either party may terminate a retainer or ongoing engagement on 30 days’ written notice. One-off project Orders may be terminated by Client on written notice subject to Section 14.4.

14.3 For cause. Either party may terminate immediately on written notice if the other party: (a) materially breaches and fails to cure within 15 days of notice; (b) becomes insolvent, files for bankruptcy, or enters receivership; or (c) engages in unlawful conduct that could harm the other party’s reputation.

14.4 Effect of termination. On termination: (a) Client pays KE for all Services performed and expenses incurred through the termination date, including a reasonable wind-down fee; (b) KE delivers work in progress in whatever state exists; (c) any license to use unpaid-for Deliverables is revoked; (d) each party returns or deletes the other’s Confidential Information on request.

14.5 Survival. Sections 4 (to the extent fees are owed), 5, 6, 8, 9, 11.2, 12, 13, 14.4, 14.5, 15, 16, and 17 survive termination.

15 · Force majeure

Neither party is liable for delay or failure in performance (except for payment obligations) caused by events beyond its reasonable control: natural disaster, war, terrorism, civil unrest, labor action, pandemic, failure of telecommunications or utilities, government order, or third-party platform outage. The affected party will notify the other promptly and use reasonable efforts to resume performance.

16 · Website use (visitors)

If you are using the site without entering into an Order, the following apply:

17 · Governing law & dispute resolution

17.1 Governing law. These Terms are governed by the laws of the Commonwealth of Massachusetts, USA, excluding its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before filing any claim, the parties will try in good faith to resolve the dispute through direct negotiation for 30 days.

17.3 Arbitration. Any dispute not resolved informally will be finally resolved by confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Boston, Massachusetts (or by video if both parties agree). Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorney fees except as permitted by law or contract.

17.4 Injunctive relief. Either party may seek temporary injunctive relief in a court of competent jurisdiction to protect IP rights or confidential information pending arbitration.

17.5 Class action waiver. Claims must be brought in an individual capacity and not as a class, collective, or representative action.

17.6 Venue for court actions. To the extent a matter is not subject to arbitration, the parties consent to exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts.

18 · General

18.1 Entire agreement. These Terms, together with the applicable Order and any incorporated addenda (SOW, MSA, NDA, DPA), are the entire agreement between the parties regarding their subject matter and supersede prior agreements.

18.2 Order of precedence. In case of conflict: (1) signed addenda (DPA, NDA); (2) the Order; (3) these Terms.

18.3 Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.

18.4 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.5 Notices. Notices must be in writing to the addresses in Section 19 and are effective on personal delivery, confirmed email, or the next business day after sending via recognized overnight courier.

18.6 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision is replaced with an enforceable one that closest reflects the original intent.

18.7 Waiver. A party’s failure to enforce any right is not a waiver of that right.

18.8 Headings. Section headings are for convenience only and do not affect interpretation.

18.9 Electronic acceptance. Click-through acceptance, electronic signature, or payment of an invoice constitutes acceptance of these Terms and the applicable Order.

18.10 Modifications. KE may update these Terms from time to time. Material changes will be notified by email or prominent site notice at least 14 days before they take effect. Continued use after the effective date constitutes acceptance.

19 · Contact & notices

KATES ESSENTIALS LLC
Attn: Legal — Bradley Polanco
Massachusetts, USA
Email: brad@katesessentials.com
Phone: +1 (978) 943-2398