Additional Client Terms and Conditions

For purposes of these Additional Terms:

• Howell Studios, Howell, Company, we, our, or us means Howell Studios LLC and its affiliates, employees, contractors, agents, successors, and permitted assigns.
• Client, you, or your means the person or business entering into an Agreement with Howell Studios and any authorized users acting through that person or business.
• Agreement means the applicable signed proposal, statement of work, master services agreement, production agreement, order form, subscription agreement, addendum, change order, and these Additional Terms.
• Services means all services, subscriptions, licenses, support, consulting, creative work, software access, production work, advertising management, marketing services, and related work Howell Studios agrees to provide.
• Deliverables means the final work product that an Agreement expressly identifies as being delivered to the Client.
• Client Materials means information, photographs, video, trademarks, logos, data, documents, credentials, copy, customer information, product information, business claims, and other materials supplied by or on behalf of the Client.
• Howell Technology means Howell Studios' preexisting or independently developed software, platforms, systems, templates, frameworks, workflows, automations, prompts, dashboards, code, processes, methodologies, reports, data models, and intellectual property. Howell Technology includes, where applicable, LeadSuite AI, LeadVault Website ID, Brand Vault, StoryVault, AI receptionist systems, CRM functionality, automations, proprietary reporting, and related technology.
• Third-Party Services means platforms, software, hosting providers, advertising networks, social networks, publishers, data providers, stock-asset providers, artificial-intelligence providers, telecommunications providers, payment processors, and other products or services not owned or controlled by Howell Studios.

The Client accepts these Additional Terms when it:

• Signs or electronically accepts an Agreement that references them;
• Instructs Howell Studios to begin work under such an Agreement;
• Makes a payment under such an Agreement;
• Accesses Howell Technology supplied under such an Agreement; or
• Continues using the Services after receiving notice of these Additional Terms.

The following order of precedence applies unless a signed document expressly states otherwise:

1. A signed change order or addendum;
2. The applicable statement of work or order form;
3. A signed master services agreement or primary service agreement;
4. These Additional Terms; and
5. Other project documentation or communications.

A proposal, email, presentation, sales conversation, estimate, demonstration, or verbal statement does not modify the Agreement unless the modification is included in a written document accepted by authorized representatives of both parties.

The Client will pay all fees, deposits, retainers, subscription charges, media costs, production expenses, travel expenses, software fees, and other charges described in the Agreement.

Unless the Agreement states otherwise:

• Monthly service fees are invoiced in advance;
• Project deposits are due before scheduling or production begins;
• Advertising budgets and third-party costs may be required in advance;
• Invoices are due upon receipt;
• Deposits and setup fees are nonrefundable;
• Monthly fees are not prorated for partial months;
• Unused deliverables, production capacity, consulting time, or service allocations do not roll over;
• Howell Studios has no obligation to begin or continue work while an invoice is overdue; and
• The Client is responsible for applicable sales, use, excise, communications, platform, processing, and similar taxes, excluding taxes imposed on Howell Studios' net income.

The Client may not withhold, offset, deduct, or reduce an invoice based on a disputed claim unless Howell Studios agrees in writing or applicable law requires otherwise.

The Client agrees to maintain a valid credit card, ACH authorization, or other approved payment method on file throughout the term of the Agreement when recurring billing or pass-through billing applies.

The Client authorizes Howell Studios and its payment processors to charge the payment method on file for:

• Recurring service fees;
• Subscription charges;
• Approved advertising or media expenses;
• Third-party software costs;
• Approved change orders;
• Rush or emergency services;
• Usage-based charges;
• Reactivation charges;
• Migration or offboarding charges; and
• Other amounts authorized by the Agreement.

Payment information will be handled through Howell Studios' payment processor or another authorized provider. Howell Studios may require an updated payment method before providing or restoring Services.

The Client must promptly notify Howell Studios of changes to billing contacts, payment methods, account ownership, or authorization status.

If an amount remains unpaid for more than five calendar days after its due date, Howell Studios may suspend any or all Services without liability for resulting delays, lost opportunities, advertising interruptions, website downtime, software-access limitations, search-ranking changes, campaign effects, or other performance changes.

A late charge equal to the lesser of five percent of the overdue balance or the maximum amount permitted by applicable law may be assessed. Past-due balances may also accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate.

Before Services are restored, the Client may be required to:

• Pay all overdue invoices;
• Pay accumulated late charges, interest, and collection costs;
• Restore a valid payment method;
• Prepay upcoming fees;
• Pay a reactivation fee of $499; and
• Provide reasonable assurance of future payment.

Suspension does not cancel the Agreement, pause the Agreement term, eliminate recurring fees, or relieve the Client of its payment obligations.

Howell Studios is not responsible for losses or performance changes caused by a suspension resulting from the Client's nonpayment, expired payment method, revoked access, or other default.

The Client must notify Howell Studios in writing of a billing concern within ten business days after the applicable invoice or charge.

The notice must identify:

• The disputed amount;
• The reason for the dispute;
• The relevant invoice or transaction;
• Any supporting records; and
• The resolution requested.

The parties will attempt in good faith to resolve legitimate billing questions.

A chargeback, payment reversal, stop-payment request, or financial-institution dispute is not a substitute for the Agreement's dispute or cancellation procedures.

Knowingly disputing a valid and authorized charge, falsely claiming that contracted Services were unauthorized, or initiating a chargeback to avoid contractual obligations constitutes a material breach.

In the event of an improper chargeback, Howell Studios may:

• Suspend Services;
• Challenge the chargeback with supporting documentation;
• Recover processor fees and administrative expenses;
• Require payment through certified funds or wire transfer;
• Terminate access to Howell Technology;
• Refer the balance for collection; and
• Pursue other remedies permitted by the Agreement or law.

Nothing in this section prevents the Client from reporting a genuinely unauthorized or fraudulent transaction.

Howell Studios may use lawful collection methods to recover past-due amounts, including collection agencies, legal counsel, commercial credit-reporting services where legally permitted, arbitration, litigation, or other available remedies.

The Client will reimburse Howell Studios for reasonable costs caused by the Client's payment default, including:

• Collection-agency fees;
• Court costs;
• Filing fees;
• Service fees;
• Reasonable attorneys' fees;
• Payment-processing expenses;
• Chargeback fees; and
• Costs incurred to identify, preserve, or recover Howell Studios' property.

If either party brings an action to enforce the Agreement, the prevailing party may recover its reasonable attorneys' fees and expenses to the extent permitted by law.

The term of the Services is stated in the applicable Agreement.

A cancellation is effective only when it complies with:

• The required notice period;
• The required method of notice;
• Any minimum service term;
• Any renewal or nonrenewal deadline;
• All payment requirements; and
• Any other cancellation conditions in the Agreement.

A verbal statement, informal request, employee conversation, project-platform message, payment cancellation, revoked card, access restriction, or failure to use the Services does not cancel the Agreement.

Unless the Agreement expressly provides otherwise, dissatisfaction with results, a change in budget, a change in management, a change in ownership, a change in marketing strategy, failure to use available Services, or a decision to retain another vendor does not create an independent right to terminate the Agreement.

The Client remains responsible for all charges due through the effective cancellation date and any other amounts required by the Agreement.

An attempted cancellation that does not comply with the Agreement is ineffective and constitutes a breach.

If the Client improperly terminates, repudiates, abandons, or materially breaches the Agreement during an initial or committed term, the Client will be responsible for:

• All unpaid invoices;
• The full fee for the billing period in which the breach occurs;
• Work completed but not yet invoiced;
• Noncancelable third-party commitments;
• Approved production, travel, media, and vendor costs;
• Property, equipment, or licenses purchased for the Client;
• Collection and enforcement costs; and
• Any early-termination amount specified in the primary Agreement.

Unless a different remedy is stated in the primary Agreement, Howell Studios may assess an early-termination charge equal to the lesser of:

• Three times the then-current monthly service fee; or
• The remaining unpaid recurring fees in the committed term.

The parties intend this amount to represent a reasonable estimate of onboarding expense, staffing commitments, reserved production capacity, software commitments, administrative work, and lost opportunity associated with early termination, and not a punishment.

If applicable law does not permit enforcement of the stated early-termination charge, Howell Studios may pursue its actual recoverable damages without double recovery.

Howell Studios may, but is not obligated to, consider a request to buy out the remainder of a committed Agreement.

A buyout is not effective unless:

• Howell Studios approves it in writing;
• Both parties sign a written buyout agreement;
• The Client pays a nonrefundable $799 administrative buyout fee;
• All outstanding invoices are paid;
• All committed third-party costs are paid;
• Any negotiated buyout amount is paid; and
• The Client satisfies the offboarding requirements.

The $799 administrative fee does not replace or reduce other amounts owed unless the written buyout agreement expressly states otherwise.

Upon an approved buyout, Howell Studios will cease future Services on the agreed date. Unused Services and undelivered allocations are forfeited unless the written buyout agreement provides otherwise.

Work outside the agreed scope is billed at $200 per hour unless Howell Studios provides a different written quote.

Out-of-scope work may include:

• Additional revisions or meetings;
• Additional strategy sessions;
• New deliverables, pages, campaigns, locations, brands, or service lines;
• Additional photography, video, graphics, or content;
• New integrations, automations, data cleanup, or migration;
• Rebuilding work previously approved;
• Revising work because Client information or direction changed;
• Work caused by delayed feedback, incomplete information, or revoked access;
• Repeated onboarding or training;
• Additional reporting or custom analysis;
• Manual record preparation;
• Requests requiring new specialists;
• Tasks created by changes to third-party platforms;
• Physical materials, printing, shipping, or fabrication;
• Travel, production, talent, licensing, or equipment expenses; and
• Work outside normal business hours.

A written request followed by Howell Studios' written acceptance of the scope, rate, or estimate constitutes an approved change order.

When the Client directs Howell Studios to proceed immediately without waiting for a separate estimate, the Client authorizes billing at the applicable hourly or emergency rate.

Vendor and Third-Party Service costs are billed separately. Howell Studios is not responsible for price increases, usage charges, platform fees, API charges, data costs, software overages, or licensing fees imposed by third parties.

Howell Studios will make commercially reasonable efforts to accommodate urgent requests, but availability is not guaranteed.

Unless otherwise quoted:

• Work requested for completion during the same business day is billed at $395 per hour;
• Work requiring action within two hours is billed at $495 per hour; and
• Work outside normal business hours may be subject to an additional premium.

Rush and emergency charges may apply to website edits, campaign changes, advertising changes, crisis communications, security support, data requests, video or photography changes, last-minute event support, software configuration, CRM or automation changes, reporting, content revisions, and other time-sensitive requests.

An email, text message, support ticket, client-portal message, or other electronic communication instructing Howell Studios to perform urgent work may constitute written authorization when Howell Studios confirms that the work will be treated as expedited or emergency work.

A standard request is evaluated against the Agreement's scope, current project priorities, required resources, existing production schedules, dependencies, Client response times, and team availability.

Howell Studios may provide an estimate, change order, revised schedule, or recommendation before beginning a request.

A demand is a request requiring immediate reprioritization because of an urgent deadline, critical business event, security concern, launch, outage, missed Client deadline, or other time-sensitive circumstance.

Howell Studios may decline a demand that:

• Cannot reasonably be completed;
• Would compromise quality or security;
• Requires unavailable resources;
• Violates a platform policy or law;
• Falls outside Howell Studios' expertise; or
• Has not been financially authorized.

Howell Studios is not responsible for consequences caused by declining an unreasonable, unlawful, technically impossible, or inadequately funded demand.

The Client will provide all information, access, credentials, approvals, personnel, materials, decisions, and cooperation reasonably required for Howell Studios to perform the Services.

The Client is responsible for:

• Maintaining accurate administrative access;
• Providing current branding and company information;
• Supplying accurate product and service information;
• Providing timely approvals;
• Coordinating internal stakeholders;
• Identifying regulated or confidential information;
• Supplying legal disclaimers;
• Confirming offers, prices, claims, warranties, and promotions;
• Obtaining internal authorization;
• Maintaining required licenses and subscriptions; and
• Providing safe access to production locations.

A delay by the Client may result in a revised timeline, missed launch opportunities, rescheduling, movement into a later production window, additional costs, campaign interruption, reduced performance, or an inability to complete a Deliverable.

Client-caused delays do not constitute a breach by Howell Studios and do not suspend payment obligations.

The Client is responsible for reviewing work before publication, distribution, launch, printing, advertising, or public use.

Client approval confirms, to the best of the Client's knowledge, that:

• Names and contact information are accurate;
• Prices and offers are authorized;
• Business and product claims are supportable;
• Required disclosures are included;
• Trademarks and copyrighted materials may lawfully be used;
• Images and testimonials are authorized;
• Regulated information is accurate;
• Spelling and factual information are acceptable; and
• The material complies with the Client's industry requirements.

Howell Studios is not responsible for errors in information supplied or approved by the Client.

Revisions requested after approval may be billed as out-of-scope work.

If the Client does not respond within a requested review period, Howell Studios may pause the project or move it to the next available production window. Silence will not be treated as approval of material requiring explicit legal, regulatory, financial, or advertising authorization.

A sale, merger, restructuring, acquisition, or change in control of the Client does not automatically terminate the Agreement.

The Client must promptly notify Howell Studios of a proposed ownership change.

Subject to Howell Studios' written approval:

• The Agreement may be assigned to the new owner;
• The new owner may be required to sign an assumption agreement;
• Payment information and authorized contacts must be updated; and
• Howell Studios may conduct reasonable credit or compliance review.

The original Client remains responsible for obligations incurred before Howell Studios accepts a written assumption by the new owner.

A transfer does not reduce the fees, term, or obligations under the Agreement unless Howell Studios agrees in writing.

The Client may not assign, delegate, transfer, resell, or sublicense the Agreement or Services without Howell Studios' prior written consent.

Howell Studios may:

• Assign the Agreement to an affiliate, successor, purchaser, or related entity;
• Use qualified employees, contractors, freelancers, vendors, production partners, software providers, and specialists;
• Delegate portions of the Services; and
• Replace personnel assigned to the account.

Howell Studios remains responsible for managing subcontracted Services within the agreed scope.

Subcontractors may receive Client information only to the extent reasonably required to perform their work and subject to appropriate confidentiality or data-protection obligations.

Advertising budgets, media spend, software subscriptions, data fees, publisher fees, platform charges, API fees, telecommunications fees, stock assets, music licenses, hosting, domains, plug-ins, and similar expenses are separate from Howell Studios' professional fees unless expressly included.

Depending on the Third-Party Service, charges may be:

• Paid directly by the Client;
• Charged to a Client-controlled advertising account;
• Charged to the Client's payment method;
• Advanced by Howell Studios and invoiced to the Client; or
• Passed through with applicable taxes and processing expenses.

The Client must maintain adequate funding and a valid payment method.

Howell Studios may pause campaigns or integrations when a payment method fails, a platform account is restricted, an advertising budget is exhausted, required software expires, the Client revokes access, or a platform requires additional verification.

Howell Studios does not control Third-Party Service pricing, availability, policies, suspensions, approvals, account reviews, algorithms, outages, or feature changes.

When Howell Studios hosts or manages a Client website, the Client may request migration after the Agreement ends and all outstanding amounts are paid.

Unless the Agreement provides otherwise, the migration fee is:

• $499 for a standard informational website; or
• $699 for an e-commerce, database-driven, membership, dynamic, or otherwise complex website.

The standard migration fee includes one reasonable export or transfer of available website files and databases to a compatible destination supplied by the Client.

The migration fee does not include:

• Rebuilding the website;
• Correcting third-party incompatibilities;
• Purchasing replacement licenses;
• Transferring nontransferable software;
• Replacing proprietary Howell Technology;
• Email migration;
• Domain dispute resolution;
• DNS reconstruction;
• Server administration beyond the standard transfer;
• Extensive troubleshooting;
• Custom development;
• Training a replacement provider; or
• Ongoing support after migration.

Howell Studios is not required to transfer proprietary tools, internal workflows, nontransferable licenses, source code not included in the original scope, or unpaid work.

The Client must provide a compatible hosting destination, required credentials, and written migration instructions.

Howell Studios may delete remaining website copies and backups after the migration or after reasonable written notice following termination, subject to legal and operational retention requirements.

When the Client requests emergency assistance for malware, unauthorized access, website failure, security incidents, hosting outages, corrupted files, broken integrations, or similar conditions, the Client authorizes Howell Studios to take commercially reasonable corrective action.

Emergency work may include:

• Isolating affected systems;
• Disabling compromised accounts;
• Restoring backups;
• Removing malware;
• Replacing files;
• Updating software;
• Purchasing emergency tools;
• Coordinating with hosts;
• Resetting credentials;
• Blocking traffic;
• Reconfiguring DNS;
• Suspending affected features; and
• Taking other reasonable measures to reduce damage or restore service.

Unless otherwise quoted, emergency remediation is billed at:

• $200 per hour for standard remediation;
• $395 per hour for same-day priority remediation; or
• $495 per hour for action required within two hours.

The Client is responsible for related hosting, security, software, vendor, and licensing costs.

Where Howell Studios manages the affected environment and delay may materially increase risk, Howell Studios may take reasonable temporary protective action before receiving final approval. Howell Studios will attempt to notify the Client as soon as reasonably possible.

Howell Studios does not guarantee that all data can be restored or that every security incident can be fully remediated.

Each party retains ownership of the intellectual property it owned or developed independently before the Agreement.

The Client retains ownership of its trademarks, existing branding, business information, customer information, preexisting content, Client Materials, and proprietary products and services.

Howell Studios retains ownership of all Howell Technology, including:

• Software and Platforms;
• Source code and code libraries;
• Templates and reusable components;
• Processes and methodologies;
• Automations and prompts;
• AI workflows and agents;
• Reporting structures and dashboards;
• Data models and system designs;
• StorySelling and marketing frameworks;
• Internal production files;
• Research systems; and
• Know-how.

Until all invoices and other amounts owed are paid in full, Howell Studios retains all rights to unpaid Deliverables and may withhold publication, transfer, administrative access, editable files, production assets, credentials, or licenses.

After full payment, the Client receives ownership of final custom Deliverables expressly identified as Client-owned in the Agreement, excluding:

• Howell Technology;
• Third-Party Services;
• Stock assets;
• Licensed fonts and music;
• Plug-ins;
• Reusable templates;
• Raw footage and source files;
• Unused concepts and working files;
• Internal notes and drafts; and
• Items excluded by the Agreement.

Where Howell Technology is embedded in a Deliverable, Howell Studios grants the Client a limited, nonexclusive, perpetual license to use that technology only as part of the final Deliverable and only for the Deliverable's intended business and marketing purpose.

The Client represents that it owns or has permission to use all Client Materials supplied to Howell Studios.

The Client is responsible for obtaining:

• Copyright permissions;
• Trademark permissions;
• Talent, model, and minor releases;
• Location and property releases;
• Customer and testimonial permissions;
• Music and media licenses;
• Product approvals;
• Data-use rights;
• Privacy consents; and
• Other required authorizations.

Howell Studios may rely on the Client's representation that supplied materials may be lawfully used.

The Client will defend and indemnify Howell Studios against claims arising from Client Materials, Client instructions, Client products, Client services, or claims the Client directs Howell Studios to publish.

Howell Studios may refuse to use materials it reasonably believes are unlawful, misleading, infringing, defamatory, discriminatory, unsafe, or contrary to platform requirements.

Certain Deliverables may incorporate stock photography, stock video, music, fonts, plug-ins, templates, data, code, artificial-intelligence services, or other Third-Party Services.

Those assets remain subject to their separate license terms.

The Client may not:

• Resell third-party assets as standalone products;
• Transfer them outside the permitted license;
• Claim exclusive ownership;
• Remove required attribution;
• Use them beyond the licensed purpose; or
• Continue using an asset after an applicable license expires.

If the Client requests expanded usage, broadcast rights, paid-media rights, perpetual licensing, exclusivity, source files, or another use outside the original license, additional fees may apply.

Howell Studios is not responsible for future changes to a third party's license or continued availability.

Access to Howell Technology is licensed, not sold.

During an active paid subscription, Howell Studios grants the Client a limited, nonexclusive, nontransferable, revocable right to use the applicable Platform for the Client's internal business purposes.

The Client may not:

• Reverse engineer the Platform;
• Attempt to obtain source code;
• Copy proprietary workflows;
• Resell or sublicense access;
• Share logins outside the authorized organization;
• Circumvent usage limits;
• Scrape or bulk export restricted data;
• Use the system to violate law;
• Introduce malicious code;
• Interfere with system security;
• Access another client's account;
• Use Howell Technology to build a competing service; or
• Remove proprietary notices.

Howell Studios may update, replace, improve, discontinue, or modify software features. Material reductions to core paid functionality will be addressed in accordance with the primary Agreement.

Software access may be suspended for nonpayment, misuse, security risk, legal risk, excessive usage, unauthorized resale, or violation of these Additional Terms.

No source-code rights are granted unless expressly stated in a separate signed software-development agreement.

Each party may receive nonpublic information belonging to the other party.

Confidential Information includes business plans, customer information, pricing, sales information, campaign data, credentials, trade secrets, technical information, software information, financial information, unreleased creative work, proposals, internal communications, and other information reasonably understood to be confidential.

Each party will:

• Use Confidential Information only for the Agreement;
• Limit access to people who need it;
• Use reasonable safeguards;
• Not disclose it without authorization; and
• Notify the other party of a known unauthorized disclosure.

Confidential Information does not include information that is publicly available without breach, was lawfully known before disclosure, is independently developed without using the other party's information, or is lawfully received from another source without restriction.

A party may disclose Confidential Information to its attorneys, accountants, insurers, financing sources, employees, contractors, or advisors who have a legitimate need to know and an obligation to protect it.

A legally required disclosure is permitted after reasonable notice when notice is lawful and practical.

Confidentiality obligations survive for three years following termination. Trade-secret obligations survive for as long as the information remains protected as a trade secret under applicable law.

Unless the Agreement states otherwise, Howell Studios may display publicly released final creative work in its portfolio and may identify the general category of Services performed.

Howell Studios will not disclose confidential results, private campaign data, customer lists, unreleased projects, nonpublic financial information, trade secrets, or sensitive business information without permission.

Use of the Client's logo, testimonial, name, or performance information in a public case study requires the Client's approval when not already authorized by the Agreement.

The Client may request confidential or embargoed treatment in writing before the applicable work is publicly released.

Each party will comply with privacy and data-protection laws applicable to its role and activities.

Howell Studios uses reasonable administrative, organizational, and technical safeguards. No internet transmission, cloud platform, software system, or storage environment can be guaranteed to be completely secure.

Unless a separate data-processing agreement states otherwise:

• The Client determines the purpose for which Client data is collected and used;
• The Client is responsible for its privacy notices and customer disclosures;
• Howell Studios processes Client data to provide the Services;
• The Client is responsible for the lawfulness of data supplied to Howell Studios;
• The Client must not upload prohibited or unnecessary sensitive information;
• The Client must maintain appropriate access controls; and
• The Client must promptly remove access for former employees and unauthorized users.

The Client must notify Howell Studios before supplying regulated health information, payment-card data, government identification numbers, biometric information, information about children, or other highly sensitive information.

Howell Studios may require a separate agreement or may refuse to process information that falls outside the intended scope of the Services.

LeadVault Website ID and related data-intelligence services are designed to help identify eligible business visitors, organizations, available professional contact information, engagement patterns, and potential buying signals.

The Client acknowledges:

• Not every website visitor can be identified;
• Identification depends on available data, browser settings, networks, devices, permissions, jurisdiction, and Third-Party Services;
• Information may be incomplete, outdated, duplicated, or inaccurate;
• A visitor record does not establish purchase intent;
• An identified person may not have personally visited the website;
• Howell Studios does not guarantee a specific number of identified visitors or leads; and
• Website identification does not itself establish legal permission to contact a person through every channel.

The Client is responsible for:

• Maintaining appropriate privacy notices;
• Implementing consent tools where required;
• Determining whether outreach is lawful;
• Respecting opt-out and suppression requests;
• Complying with telemarketing, email, privacy, and data laws;
• Training its users;
• Reviewing data before acting on it; and
• Using the data only for legitimate business purposes.

The Client may not use LeadVault data for harassment, unlawful discrimination, stalking, consumer credit decisions, employment screening, insurance eligibility, housing eligibility, or another prohibited purpose.

Howell Studios may limit or suspend data access if it reasonably believes the Client is misusing the service.

Howell Studios may use artificial intelligence, automation, machine learning, generative systems, language models, voice systems, data-enrichment systems, or Third-Party Services to support delivery of the Services.

AI-assisted Services may include:

• Research and content ideation;
• Drafting and editing;
• Analysis and reporting;
• Lead qualification and classification;
• Conversation support, chat, and voice reception;
• Email and SMS assistance;
• Workflow automation;
• Search optimization;
• Image or video assistance; and
• Data organization.

AI output may contain inaccuracies, omissions, outdated information, bias, unintended similarities, or inappropriate recommendations.

The Client must review AI-generated or AI-assisted material before relying on it for legal, medical, financial, safety, regulatory, employment, binding-pricing, contractual, technical-specification, or public factual decisions.

Howell Studios does not warrant that AI output will be unique, error-free, noninfringing, or suitable for every purpose.

Third-party AI providers may change their models, features, limits, pricing, availability, data-handling practices, or policies without Howell Studios' control.

The Client may not use Howell Studios' AI systems for unlawful impersonation, deception, discrimination, harassment, fraud, prohibited automated outreach, or another unlawful purpose.

Howell Studios will not intentionally use Client Confidential Information to train a publicly available general-purpose generative AI model without the Client's written authorization.

The Client is responsible for the legality of its products, services, claims, offers, promotions, warranties, pricing, and marketing instructions.

The Client must comply with laws and rules applicable to its activities, including those concerning:

• Advertising and consumer protection;
• Privacy, cookies, and data protection;
• Email marketing;
• Telemarketing and do-not-call obligations;
• SMS messaging and automated or prerecorded calls;
• Endorsements and testimonials;
• Sweepstakes and promotions;
• Intellectual property;
• Website accessibility;
• Industry licensing; and
• Regulated products or services.

Howell Studios is not a law firm and does not provide legal advice.

The Client should obtain qualified legal review when a campaign involves regulated claims, health information, financial products, employment, children, contests, sweepstakes, subscriptions, automatic renewals, sensitive data, or another legally complex activity.

Howell Studios may refuse or pause an instruction that creates a reasonable legal, ethical, security, deliverability, platform, or reputational risk.

Search engine optimization, answer engine optimization, generative engine optimization, local search, listings management, content marketing, backlinks, and AI search optimization are affected by systems Howell Studios does not control.

Howell Studios does not guarantee:

• A particular ranking or first-page position;
• A number-one position;
• Indexing of every page;
• A specific traffic level;
• A particular domain-authority score;
• Acceptance or permanence of a backlink;
• Publication by a third party;
• Inclusion or citation in an AI-generated answer;
• A specific number of leads;
• Revenue, sales, or project awards; or
• A specific return on investment.

Search engines and AI platforms may change algorithms, interfaces, policies, source preferences, crawling behavior, and ranking systems without notice.

Howell Studios may recommend or implement technical website changes, content revisions, structured data, listings corrections, new pages, internal links, redirects, backlink development, publisher outreach, analytics, tracking, conversion improvements, and other reasonable optimization work.

The Client authorizes Howell Studios to make approved website and profile changes within the scope of the Agreement.

Results may take time and may fluctuate.

Advertising media spend is not included in Howell Studios' management fees unless the Agreement expressly says otherwise.

The Client is responsible for:

• Funding advertising accounts;
• Maintaining valid payment methods;
• Approving budgets;
• Approving offers and claims;
• Supplying required disclaimers;
• Maintaining adequate inventory and staffing;
• Following up with leads;
• Maintaining landing pages and sales processes; and
• Complying with advertising-platform policies.

Howell Studios does not guarantee:

• Ad or account approval;
• Continuous account access;
• A particular cost per lead or acquisition;
• A particular conversion rate;
• A number of impressions, clicks, or leads;
• A sale, revenue, or profitability; or
• A specific return on advertising spend.

Advertising platforms may reject ads, suspend accounts, restrict targeting, change attribution, limit data, or increase prices without Howell Studios' control.

Howell Studios is not responsible for advertising interruption caused by platform review, Client payment failure, account restriction, policy changes, inaccessible landing pages, invalid claims, or revoked access.

Social media, blogging, content, email campaigns, influencer activity, and public relations depend on audiences and Third-Party Services Howell Studios does not control.

Howell Studios does not guarantee:

• Publication acceptance or media coverage;
• Viral reach or follower growth;
• Engagement;
• Email delivery or inbox placement;
• Open or click rates;
• Lead generation;
• Platform availability; or
• Continued access to a social account.

The Client is responsible for the accuracy and legality of its business claims and for responding to comments, customer-service issues, crises, complaints, or account messages unless community management is included.

Publishers and media outlets retain editorial control. Payment for outreach or content creation does not guarantee that a specific publication will publish an article.

Email and social platforms may suppress, limit, remove, reject, or flag content.

The Client must maintain lawful email lists, consent records, and suppression records. Howell Studios may refuse to use a list that lacks a reasonable consent or lawful business-use basis.

Website Services may depend on browsers, devices, operating systems, hosts, plug-ins, themes, APIs, databases, and Third-Party Services.

Unless expressly included, Howell Studios does not guarantee:

• Compatibility with every browser or device;
• Continuous uptime;
• Complete protection from cyberattacks;
• Formal accessibility certification;
• Compliance with every industry regulation;
• Unlimited traffic capacity;
• Continued support for obsolete software;
• Recovery of data not included in a backup; or
• Compatibility with future third-party updates.

The Client is responsible for domain ownership and renewal, email-account administration unless included, licenses purchased in the Client's name, legal website policies, privacy disclosures, cookie consent, product information, payment-processor compliance, shipping and tax settings, customer service, and regulatory disclosures.

A website launch may be delayed if the Client does not provide content, approvals, credentials, payment information, or required legal material.

Substantial changes after design or development approval may require a change order.

Whenever practicable, Client domains should be registered in the Client's legal name and account. If Howell Studios registers a domain on the Client's behalf, transfer remains subject to full payment, registrar requirements, security verification, applicable waiting periods, and any migration or administrative fees.

Production dates are subject to crew, talent, location, weather, equipment, travel, safety, and other conditions.

The Client is responsible for:

• Providing safe location access;
• Obtaining property authorization;
• Identifying restricted areas and hazards;
• Coordinating employees and participants;
• Securing legally required releases;
• Obtaining product, trademark, and confidentiality permissions;
• Providing accurate schedules; and
• Ensuring that authorized representatives are available.

Travel, lodging, permits, talent, props, specialized equipment, studio rental, shipping, location fees, music, stock footage, and other production expenses are billed separately unless included.

Raw footage, unedited photography, unused concepts, project files, timelines, source files, and working files are not included unless the Agreement expressly identifies them as Deliverables.

Howell Studios may archive production files for a limited period but does not guarantee permanent storage unless Media Vault, asset-management, archival, or another storage service is included.

Client-requested reshoots or revisions caused by changed instructions, unavailable personnel, inaccurate information, missing products, unsafe conditions, or approved creative decisions may require additional fees.

Howell Studios may stop or decline production when conditions present an unreasonable safety, legal, reputational, or equipment risk.

Howell Studios will perform the Services in a professional and commercially reasonable manner.

Marketing, advertising, sales, public relations, software, AI, website, and creative results are influenced by factors outside Howell Studios' control, including market demand, competition, pricing, sales performance, Client reputation, product quality, seasonality, economic conditions, platform changes, consumer behavior, Client response time, lead follow-up, website functionality, and Third-Party Services.

No presentation, estimate, forecast, benchmark, example, case study, calculator, audit, projection, or sales discussion is a guarantee of future results.

The Client remains responsible for its business decisions, sales process, customer service, staffing, pricing, operations, legal compliance, and financial outcomes.

During the Agreement and for twelve months after it ends, the Client will not directly or indirectly solicit, hire, engage, recruit, or induce a Howell Studios employee, contractor, freelancer, specialist, or agent with whom the Client had material contact through the Services.

This restriction does not prohibit:

• General job advertising not specifically directed at Howell Studios personnel; or
• Hiring a person who independently responds to such general advertising without prior solicitation.

If the Client breaches this section, Howell Studios may seek injunctive relief and recover the greater of:

• Howell Studios' documented recruiting, replacement, training, onboarding, and disruption costs; or
• $25,000 per person improperly solicited or engaged.

The Client will also reimburse Howell Studios for reasonable enforcement costs to the extent permitted by law.

No individual becomes personally responsible for a Client entity's obligations merely by accepting these Additional Terms on behalf of that entity.

A personal guaranty applies only when an individual separately signs or electronically accepts a document expressly titled Personal Guaranty.

When a Personal Guaranty is executed, the guarantor unconditionally guarantees the Client's payment obligations, including service fees, approved additional charges, third-party costs, chargebacks, collection expenses, attorneys' fees, and other amounts covered by the guaranty.

The guaranty remains enforceable despite a restructuring, dissolution, insolvency, transfer, or ownership change involving the Client.

Unless the guaranty states otherwise, Howell Studios may seek payment from the guarantor without first exhausting remedies against the Client.

Ordinary account management, reasonable questions, routine reporting, and good-faith service concerns are included according to the applicable Agreement.

Extraordinary executive, administrative, technical, compliance, financial, or legal intervention outside ordinary account management may be billed at $399 per hour.

This may apply when the Client:

• Initiates an improper chargeback;
• Attempts an unauthorized cancellation;
• Repeatedly fails to make payment;
• Revokes required credentials without notice;
• Creates a security or compliance incident;
• Demands extensive record reconstruction;
• Requires executive involvement because of repeated Agreement violations;
• Materially disrupts service delivery;
• Requires unusual legal or administrative coordination; or
• Requests extensive account review beyond normal reporting.

Howell Studios will maintain a reasonable record of time billed under this section. When practical, Howell Studios will notify the Client before substantial extraordinary-management charges are incurred.

These fees are intended to compensate Howell Studios for actual additional time and resources and are not a penalty.

The Client will defend, indemnify, and hold harmless Howell Studios and its owners, officers, employees, contractors, affiliates, and agents from third-party claims, damages, losses, liabilities, judgments, penalties, and reasonable attorneys' fees arising from:

• Client Materials;
• Client products or services;
• Client instructions;
• False or unsupported Client claims;
• Client violation of law;
• Client infringement of intellectual property;
• Client misuse of Howell Technology;
• Client outreach or messaging practices;
• Client privacy or consent failures;
• Client employment, eligibility, or customer decisions;
• Client websites, products, fulfillment, or operations; or
• A breach of the Agreement by the Client.

Howell Studios will promptly notify the Client of an indemnified claim and provide reasonable cooperation at the Client's expense.

The Client may not settle a claim in a way that admits wrongdoing by Howell Studios, imposes obligations on Howell Studios, or restricts Howell Studios' operations without written approval.

If a court, arbitrator, or written settlement determines that a claim against Howell Studios was knowingly false, fraudulent, frivolous, or pursued in bad faith, Howell Studios may recover its reasonable defense costs. Executive or senior-management time required to respond to such a matter may be billed at $595 per hour, to the extent permitted by law.

This paragraph does not apply merely because the Client makes a good-faith complaint, questions an invoice, or asserts a claim that is ultimately unsuccessful.

To the maximum extent permitted by law, Howell Studios will not be liable for:

• Lost profits or revenue;
• Lost business or contracts;
• Lost opportunities;
• Loss of goodwill;
• Loss of data;
• Loss caused by delayed launch;
• Advertising interruption;
• Search-ranking changes;
• Platform suspension;
• Third-party outages;
• Indirect damages;
• Incidental damages;
• Special damages;
• Consequential damages;
• Exemplary damages; or
• Punitive damages.

This exclusion applies regardless of whether a claim is based on contract, tort, negligence, strict liability, statute, or another legal theory and regardless of whether the possibility of the loss was disclosed.

Howell Studios is not liable for decisions made by search engines, AI providers, advertising networks, social platforms, publishers, data vendors, telecommunications providers, hosts, payment processors, or other Third-Party Services.

To the maximum extent permitted by law, Howell Studios' liability arising from or related to the Agreement will not exceed the lesser of:

1. The amount the Client paid Howell Studios under the affected Agreement during the six months immediately preceding the event giving rise to the claim; or
2. $5,000 for any single incident or related series of incidents.

Howell Studios' total aggregate liability under the Agreement will not exceed $10,000.

These limits apply regardless of the number of claims, claimants, Services, theories of liability, or incidents.

The limitations do not reduce:

• The Client's payment obligations;
• The Client's indemnification obligations;
• Liability for theft or misuse of Howell Technology;
• Liability under a separately signed Personal Guaranty; or
• Any liability that applicable law does not allow the parties to limit.

The parties acknowledge that the pricing reflects this allocation of risk.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

• Severe weather or natural disaster;
• Fire or flood;
• Epidemic or pandemic;
• War, terrorism, or civil unrest;
• Labor interruption;
• Government action;
• Utility, internet, or telecommunications failure;
• Cyberattack;
• Platform or data-center outage;
• Equipment failure;
• Travel interruption;
• Illness;
• Supply shortage; or
• Third-party service interruption.

The affected party will use commercially reasonable efforts to resume performance.

Force majeure does not excuse payment for Services already delivered, reserved production capacity, committed third-party costs, advertising spend, or invoices that became due before the event.

Formal legal notices under the Agreement must be delivered by:

• Certified or registered mail with return receipt;
• Nationally recognized overnight courier; or
• Email when the receiving party confirms receipt.

Notices to Howell Studios must be directed to:

Howell Studios LLC
Attention: Legal and Contract Administration
805 Ridge Road, Suite 200
Webster, New York 14580

A courtesy copy should be sent to discovery@howellstudios.com.

Notices to the Client shall be delivered to the address or email stated in the Agreement or most recently supplied in writing.

Routine project communications, approvals, requests, and support notices may be delivered through email, the Client portal, project-management software, text message, or another agreed channel.

Each party is responsible for keeping its contact information current.

Before filing a lawsuit other than a collection action or request for urgent injunctive relief, the parties will attempt in good faith to resolve the dispute through an executive-level meeting.

A party requesting the meeting must provide written notice describing the dispute. If the dispute is not resolved within fifteen business days, either party may request nonbinding mediation in Monroe County, New York.

Unless the primary Agreement states otherwise:

• The Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles;
• State-court proceedings must be brought in a court of competent jurisdiction located in Monroe County, New York; and
• Federal proceedings must be brought in the United States District Court having jurisdiction over Monroe County, New York.

Each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum to the extent legally permitted.

Howell Studios may pursue collection, intellectual-property protection, confidentiality enforcement, security relief, or injunctive relief without first completing mediation.

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.

If modification is not possible, the affected portion will be severed, and the remaining provisions will continue in effect unless severance would materially alter the parties' essential bargain.

A party's delay or failure to enforce a right is not a waiver. A waiver is effective only when it is in writing and signed by the party granting it.

Section headings are for convenience and do not control interpretation. The words including and includes mean including without limitation.

The Agreement will not be interpreted against a party merely because that party or its counsel prepared the language.

The Agreement constitutes the entire agreement between the parties concerning the Services and replaces prior or contemporaneous discussions, proposals, representations, negotiations, and understandings concerning the same subject.

The Client acknowledges that it is not relying on a promise, representation, forecast, guarantee, or statement that is not included in the Agreement.

A modification must:

• Be in writing;
• Reasonably identify the change;
• Be accepted by authorized representatives; and
• State any resulting change in fees, scope, or schedule.

Approved electronic change orders, email approvals, client-portal approvals, and written project authorizations are enforceable when they identify the requested work and associated fees.

The Agreement benefits only Howell Studios and the Client, together with their permitted successors and assigns.

No customer, employee, shareholder, vendor, platform, agency, family member, financing source, website visitor, or other person receives a right to enforce the Agreement unless expressly identified as a third-party beneficiary in a signed document.

No third party may rely on Howell Studios' reports, strategies, recommendations, forecasts, analytics, visitor-identification data, or Deliverables without Howell Studios' written authorization.

Each person accepting the Agreement represents that the person:

• Is at least eighteen years old;
• Has authority to bind the party on whose behalf the person acts;
• Has authority to approve the payment method;
• Has authority to provide the supplied data and materials; and
• Has obtained any required internal approval.

The parties acknowledge that they enter the Agreement voluntarily, have had the opportunity to review it and consult independent legal counsel, understand the material business terms, and are not relying on unauthorized oral promises.

The Agreement may be signed in counterparts.

Electronic signatures, scanned signatures, click acceptance, authenticated online acceptance, and signatures through an electronic-signature provider are treated as originals to the extent permitted by law.

The applicable Agreement controls the initial term, renewal term, renewal pricing, required cancellation notice, month-to-month conversion, and automatic renewal.

Howell Studios will provide renewal notices when required by applicable law. A renewal provision will not be enforced in a manner prohibited by law.

Third-party pricing, software costs, media charges, usage fees, and taxes may change at renewal.

The version of these Additional Terms incorporated into a signed fixed-term Agreement remains applicable during that term unless:

• The parties agree to an amendment;
• A change is required by law;
• A Platform-specific operational or security policy is updated; or
• The Client executes a renewal or new order incorporating a later version.

Howell Studios will not apply a materially adverse change retroactively to a signed fixed-term Agreement unless required by law or agreed in writing.

Updated Additional Terms may apply to future orders, renewals, new features, or continued month-to-month Services after reasonable notice.

Howell Studios Communications

By voluntarily checking an SMS consent box, signing a written messaging authorization, texting a Howell Studios number, or otherwise providing legally sufficient express consent, a person may agree to receive recurring communications from Howell Studios.

Messages may include:

• Appointment reminders;
• Account notifications;
• Support communications;
• Service and project updates;
• Requested information;
• Lead notifications;
• Promotional messages; and
• Marketing offers.

Consent to receive marketing texts is not a condition of purchasing Services unless applicable law expressly permits otherwise.

Message frequency varies. Message and data rates may apply.

Recipients may:

• Reply STOP, UNSUBSCRIBE, CANCEL, END, or QUIT to unsubscribe;
• Reply HELP for assistance;
• Use an unsubscribe method stated in a message; or
• Contact Howell Studios directly.

After a valid opt-out request, Howell Studios may send one final non-marketing message confirming the opt-out. Howell Studios will process opt-out requests within the period required by applicable law and platform rules.

Mobile Information

Howell Studios does not sell, rent, or share mobile numbers or SMS opt-in information with unaffiliated third parties for those third parties' independent marketing purposes.

Mobile information may be provided to messaging vendors, telecommunications providers, CRM providers, hosting providers, security providers, and service providers only as reasonably necessary to deliver, secure, support, or administer the messaging program and subject to appropriate restrictions.

SMS opt-in and consent records are not transferred to third parties for unrelated marketing purposes.

Client Messaging Campaigns

When Howell Studios provides SMS, voice AI, telephone, email, or automated outreach tools to a Client, the Client is responsible for:

• Obtaining legally sufficient consent;
• Maintaining consent records;
• Honoring revocation and opt-out requests;
• Maintaining suppression and do-not-call lists;
• Using accurate caller and sender identification;
• Providing required disclosures;
• Following permitted messaging times;
• Complying with federal and state telemarketing and privacy laws;
• Complying with carrier and platform rules; and
• Ensuring that messaging content is accurate and lawful.

Howell Studios may suspend messaging campaigns that create a legal, carrier, spam, fraud, security, deliverability, or reputational risk.

The availability of a Howell Studios messaging feature does not mean that every proposed use is legally permitted.

Questions about these Additional Terms may be directed to:

Howell Studios LLC
805 Ridge Road, Suite 200
Webster, New York 14580
Phone: (585) 558-3321
General and Contract Email: discovery@howellstudios.com
Privacy and Messaging Email: marketing@howellstudios.com
Website: https://howellstudios.com/

These Additional Terms should be read together with the applicable service agreement, statement of work, order form, software terms, payment authorization, privacy policy, and any signed addenda.

By signing the applicable Agreement, electronically accepting an order, authorizing Howell Studios to begin Services, making payment, or continuing to use contracted Services after receiving these Additional Terms, the Client acknowledges that it has read, understood, and agreed to these Additional Client Terms and Conditions.