Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of ghdagency.ai (the “Site”) and all services, deliverables, or products (collectively, the “Services”) provided by Greatest Home Decor LLC dba GHDAgency (“GHDAgency,” “we,” “us,” or “our”). By visiting the Site or engaging GHDAgency through any Statement of Work (“SOW”) or order form, you agree to be bound by these Terms. If you do not agree, do not use the Site or Services.

2. Definitions

• Client – The individual or business purchasing Services.
• Deliverables – Outputs, designs, campaigns, automations, code, reports, or materials produced by GHDAgency.
• Background IP – Pre-existing or independently developed know-how, frameworks, models, prompts, datasets, or software owned by GHDAgency.
• Confidential Information – Non-public business or technical information disclosed between the parties.
• Third-Party Services – External tools, APIs, or platforms integrated into the Services.

3. Scope of Services & Client Responsibilities

GHDAgency will perform the Services described in an executed SOW or proposal in a professional and workmanlike manner. Client shall provide timely feedback, access, and materials needed for execution. Delays or omissions by Client may shift timelines or incur additional costs. Changes in scope require a written change order with agreed fees and schedules.

4. Fees & Payments

• All fees are defined in the applicable SOW and are due within 30 days of invoice unless stated otherwise.
• Late payments may accrue 1.5% interest per month (or the legal maximum).
• Expenses such as software licenses or media spend will be pre-approved and billed to Client.
• All payments are non-refundable once Services have begun.
• Non-payment after 10 days’ notice allows GHDAgency to suspend or terminate Services.

5. Intellectual Property & Ownership

5.1 Background IP

GHDAgency retains all rights in and to its Background IP — including models, prompts, workflows, automations, source files, and proprietary frameworks.

5.2 Deliverables & License

Upon full payment, Client receives a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Client’s internal business purposes. Unless explicitly stated, source files, training data, and development assets are excluded.

5.3 Restrictions

• Do not copy, modify, or reverse engineer any Deliverable or Background IP.
• Do not train, fine-tune, or build AI models using GHDAgency’s outputs without written license.
• Do not commercialize or distribute Deliverables to third parties.
• Do not remove proprietary notices or branding.

5.4 Confidential & Trade-Secret Protection

All Background IP, prompts, scripts, and automations are GHDAgency trade secrets. Client will not share, copy, or expose such materials. Breach entitles GHDAgency to injunctive relief and damages.

5.5 Feedback & Residual Use

Client assigns to GHDAgency all rights to suggestions or feedback related to the Services. GHDAgency may use general know-how retained in the unaided memory of its personnel.

5.6 Third-Party Components

Deliverables may include third-party software or APIs. Client’s use is subject to those providers’ licenses.

6. Confidentiality

Each party shall protect the other’s Confidential Information with at least the same degree of care used for its own information and not less than reasonable care. Information already public, independently developed, or lawfully received from a third party is not Confidential. Either party may disclose information when legally required after giving notice (if permitted).

7. Non-Solicitation & Non-Circumvention

Client shall not directly or indirectly solicit, hire, or engage any GHDAgency employee, contractor, or vendor involved in the Services during the engagement and for 12 months thereafter without written consent. Client shall not circumvent GHDAgency by contracting directly with any party introduced by GHDAgency. In addition to injunctive relief, GHDAgency may recover liquidated damages equal to the greater of (a) USD $25,000 or (b) 25% of the Team Member’s annual compensation. This restriction does not apply to individuals responding to general public job ads.

8. Warranties & Disclaimers

GHDAgency warrants that Services will be performed in a professional manner consistent with industry standards. Except as expressly stated, GHDAgency makes no other warranties, including merchantability or fitness for a particular purpose. Client is responsible for reviewing and approving all Deliverables before public use.

9. Limitation of Liability

To the maximum extent permitted by law, GHDAgency’s aggregate liability for any claim shall not exceed the fees paid for the Service giving rise to the claim. In no event shall either party be liable for indirect, incidental, special, or consequential damages. Client will indemnify and hold GHDAgency harmless from claims arising from Client’s content, data, or unlawful use of Deliverables.

10. Term & Termination

Each SOW remains in effect until completion or termination. Either party may terminate for material breach after 30 days’ written notice if uncured. Upon termination, Client shall pay for work performed to date. Sections on IP, Confidentiality, Non-Solicitation, Liability, and Mediation survive termination.

11. Governing Law & Dispute Resolution (Nevada / Mediation)

These Terms and all SOWs are governed by the laws of the State of Nevada, USA. The parties will first attempt good-faith negotiation to resolve any dispute. If unresolved within 30 days, the dispute shall be submitted to binding mediation through JAMS or AAA in Clark County, Nevada. No party may file a lawsuit except to enforce a mediation award or seek injunctive relief. Venue for any enforcement action is exclusively in Clark County, Nevada. The prevailing party is entitled to reasonable attorneys’ fees and costs.

Text Messaging (SMS) Terms

By checking the consent box on our form, you agree to receive calls and text messages, including automated messages, from GHD Agency at the mobile number you provided, about your inquiry, appointment and our services. Consent is not a condition of purchase. Message frequency varies. Message and data rates may apply. Reply STOP to cancel at any time. Reply HELP for help. Carriers are not liable for delayed or undelivered messages. For support, contact connect@ghdagency.ai or call 725-241-0571. See our Privacy Policy for how we handle your information.

12. Miscellaneous & Future-Proof Provisions

• Change in Law: GHDAgency may modify Services as needed to comply with new laws or platform policies.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
• Severability: If any provision is invalid, the remaining provisions remain in effect.
• Entire Agreement: These Terms and any SOW represent the entire agreement.
• Notice: Send legal notices to legal@ghdagency.ai.
• Assignment: Client may not assign without GHDAgency’s consent.
• Updates: Terms may be revised periodically and are effective upon posting.

Additional Disclosures

SMS & Lead Form Disclosure: By submitting a form or providing your contact information, you consent to receive communications from GHD Agency.ai via phone, SMS, email, and automated technologies regarding services, appointments, and account-related information. Message frequency varies. Reply STOP to opt out.

AI Voice Disclosure: Calls may utilize AI-assisted voice technology for routing, scheduling, customer support, and quality assurance purposes.

Platform Dependency & Third-Party Services: Portions of GHD Agency.ai services may rely on third-party platforms, APIs, software providers, advertising networks, artificial intelligence systems, telecommunications providers, and external technologies beyond GHD Agency.ai’s direct control. GHD Agency.ai shall not be liable for interruptions, suspensions, account restrictions, policy enforcement actions, algorithm changes, API limitations, outages, inaccurate outputs, or performance fluctuations caused by third-party providers or platforms including but not limited to Meta, Google, LinkedIn, TikTok, OpenAI, Twilio, Stripe, GoHighLevel, or related systems. AI-generated outputs and automated systems may contain inaccuracies and remain subject to human review and approval.

Refund Policy: Due to the nature of digital marketing, consulting, AI system configuration, advertising management, and custom implementation services, all payments made to GHD Agency.ai are non-refundable unless otherwise stated in writing. This includes setup fees, strategy engagements, paid advertising spend, software fees, custom builds, automation configuration, AI agent deployment, and creative services. Clients may cancel recurring services with thirty (30) days written notice. Cancellation does not waive outstanding balances or obligations incurred prior to termination.

Payment Reinstatement: A reinstatement fee of up to fifty percent (50%) of the monthly service fee may be applied to restore suspended services, workflows, automations, and platform access.

Client Delay Notice: Client delays in providing approvals, feedback, access credentials, content, or required materials may result in timeline adjustments, project delays, or additional fees.