[1] OWNERSHIP RIGHTS
During the framework development and design process, we set your email address as "Viewer" to the work-in-progress. On final payment, all right, title, and interest in the deliverables we create for you is assigned to and owned exclusively by you, including all intellectual property rights, and where a deliverable relies on our tools or models you receive a perpetual, royalty-free license to keep using and modifying that deliverable.
PitchKitchen retains all right, title, and interest in its pre-existing and independently developed methods, frameworks, processes, tools, models, prompts, and templates ("PitchKitchen Materials"). To the extent any PitchKitchen Materials are embedded in a deliverable, you receive a perpetual, royalty-free license to use and modify them as part of that deliverable; nothing here assigns PitchKitchen Materials to you, and PitchKitchen remains free to use them for other clients.
We will not reuse your confidential information or your deliverables for any other client, and will return or delete your confidential information on written request, except for routine backups that expire on their normal cycle and one archival copy retained to evidence the work performed. All design work we do for you is original, and we will make every effort to ensure that none of the content we use or create infringes on any existing copyrights. We will perform the work in a professional, workmanlike manner, and the deliverables will materially conform to the applicable statement of work.
[2] SMS Communication Terms
"By providing your mobile number and opting in, you agree to receive SMS messages from PitchKitchen, including updates, confirmations, and marketing messages if you opt-in."
"All messages will identify PitchKitchen as the sender."
"Message frequency may vary. Message and data rates may apply."
"You may opt out at any time by replying STOP. Reply HELP for support."
"We do not sell or share your mobile number or messaging consent with third parties for their marketing."
[3] SINGLE-POINT-OF-CONTACT & CHANGE ORDERS
To ensure an efficient and streamlined process, we kindly request that all feedback regarding the project come through a single point of contact within your organization. This will help to avoid unnecessary back-and-forth, which could otherwise lead to changes in the scope of work and additional fees.
Our estimate is a fixed cost estimate, based on the discussions we have had with you and the content you have provided us. If there are any significant changes to the scope of work, additional people are added to the mix, or if new material is introduced that falls outside of the original scope, we will discuss these changes with you and mutually agree upon any additional fees. We will send you a change order via email for your approval.
If in-person meetings are necessary and require travel, please note that any expenses will be charged separately, unless other arrangements have been made. We value transparency and strive to keep our clients informed of any costs associated with the project.
[4] TERM OF ACCEPTANCE
This proposal outlines the timeframe for completing your projects. If you need a faster turnaround, we will make every effort to meet your request without an additional charge. However, as we have a full workload, it may not always be possible to accommodate expedited requests without disrupting other projects.
We issue an invoice on the day we deliver the completed deliverables. Payment is due within fifteen (15) days of that delivery (Net-15), and the Net-15 period starts on final delivery of the completed deliverables, consistent with the Net-15 terms in the applicable statement of work.
[5] CONFIDENTIALITY
We will keep all the work we do for you confidential unless you let us know otherwise. When using shared documents (for example, Google Docs or Slides), we set them to private. We retain a backup only until final delivery, after which we delete our copies on your written request (routine backups expire on their normal cycle).
You acknowledge that PitchKitchen may use third-party AI systems (such as OpenAI GPT, Google Gemini, Anthropic Claude, or others) to process information, descriptions, and materials that contribute to the Delivered Content. This is limited to transient processing using enterprise or business-tier tools whose terms contractually prohibit using inputs to train their models, and PitchKitchen will not submit the Delivered Content or your Confidential Information to any AI system for model-training purposes. PitchKitchen takes reasonable measures to protect the confidentiality of the Delivered Content and remains responsible under its confidentiality obligations for any breach arising from its own submission of Delivered Content or Confidential Information to a third-party AI system in violation of this section, subject to the limitation of liability in these Terms.
Client acknowledges that SMS data may be used for appointment reminders and transactional communications, but not for third-party marketing or resale.
[6] STOCK PHOTOGRAPHY & STOCK VIDEO LICENSING
We will license stock photography and footage through various sources for your project. Costs vary due to licensing plans, but will likely be between $25-$50 per image, and $100-$150 per video we license.
[7] DEPOSITS, BALANCES, CANCELLATION FEES & LATE PAYMENT FEES
Deposits: Deposits are non-refundable as they are your commitment to the resources we need to schedule and work on your project, except that the deposit is refunded if PitchKitchen fails to commence or terminates the engagement for reasons within its control.
Client Delayed Projects: If you need to delay or postpone the project for any reason, such as the unavailability of key personnel or waiting on necessary elements, we will invoice the remaining balance of the project 30 days after project commencement, even if we have not yet delivered our final materials. This is to ensure that we can pay our suppliers who were involved in the project. Payment of the invoice is due within 7 days of its issuance.
Client Cancellations: If you or your organization decides to cancel the project after it has started for any reason, a 50% cancellation fee will be charged. This fee is calculated at half the remaining balance and is due immediately upon cancellation. For example, if a $20,000 project had a $10,000 deposit, the cancellation fee would be $5,000. Once this fee is paid, all materials created up to that time will be provided to you.
Client Abandoned Projects: If you abandon the project for any reason, fail to accept the delivery, or do not provide corrections or changes to a project that we have delivered, we will invoice for the entire balance within 7 days of delivery close out the project.
In the event that an invoice is not paid on time, we will charge a 1.5% monthly late fee on any overdue and undisputed unpaid balance. A "dispute" means a good-faith objection to a specific charge raised in writing within ten (10) business days of the invoice date; the undisputed portion remains due on the original schedule. If we need to take legal action to collect any outstanding balances, all legal and court fees, as well as any other associated expenses, will be added to the outstanding balance along with the monthly late fee. Please note that all payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise provided in this Agreement.
[8] AI POLICY, CLIENT CONTENT INDEMNIFICATION AND GPT RESPONSIBILITY
AI Use Policy: We acknowledge that PitchKitchen may utilize artificial intelligence (AI) tools to generate marketing content, ideas, strategies, and concepts. This includes the use of Generative Pre-trained Transformer (GPT) models, which may be trained on information about your company, brand, solution, and other business aspects. While PitchKitchen makes reasonable efforts to ensure the originality and accuracy of all delivered content, it is not possible to guarantee that it will be entirely free of potential copyright infringement risks or factual inaccuracies.
All SMS messaging services provided by PitchKitchen comply with The Campaign Registry (TCR) and A2P 10DLC guidelines as mandated by U.S. mobile carriers.
Client Content: You understand that PitchKitchen will use the information, descriptions, and materials you provide regarding your products, services, or solutions ("Client Content") as part of the delivered content for your marketing materials or to train GPT models. By providing Client Content, you confirm that you have all the necessary rights and permissions to do so and that using this content won't violate anyone else's copyright, trademark, or other intellectual property rights.
GPT Responsibility: You acknowledge that you may independently use GPT models trained by PitchKitchen to generate your own content. PitchKitchen is not responsible for the originality, accuracy, or potential copyright infringement risks of content generated directly by you using GPT models.
Indemnification: You agree to indemnify and hold harmless PitchKitchen, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
• Any false information you provide about your rights to the Client Content.
• Any violation of intellectual property rights stemming from the use of Client Content or other delivered content.
• Any inaccuracies, misrepresentations, or misleading statements in the Client Content or other delivered content.
• Any content you independently generate using GPT models trained by PitchKitchen.
Regarding the terms below, PitchKitchen is the "Contractor" and you are the "Client":
The contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys' fees, costs and expenses) arising (i) through Contractor's gross negligence; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor's representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising in any manner caused by Client's (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client's representations, warranties or agreements herein.
For clarity, the mutual indemnities in this section and the paragraph above govern and supersede any broader one-directional indemnity stated elsewhere in this section to the extent of any conflict. Contractor is responsible for the originality of the deliverables it creates, and Client's indemnity is limited to the Client Content that Client supplies.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR'S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR'S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
[9] GOVERNING LAW & ORDER OF PRECEDENCE
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. If anything in these Terms conflicts with the applicable Statement of Work, the Statement of Work controls, except that the limitation of liability, the intellectual-property ownership and transfer-on-payment provisions, and the payment provisions of these Terms govern unless the Statement of Work expressly amends them by referencing the specific section.