Welcome to the Terms of Service for fractosolutions.com (the “Site”), a website owned and operated by Fracto Solutions (“Fracto,” “we,” “us,” or “our”).
These Terms are the legally binding conditions on which you may access the Site, and the framework on which we provide our services. Where you engage us, the specific services you request will additionally be governed by a separate signed statement of work.
By accessing and using the Site, you agree to be legally bound by these Terms. If you do not agree, do not access the Site.
How we handle personal data is described in Section 17. Where we process personal data on behalf of a client, separate data protection terms apply and are available on request.
These Terms are a contract between your business and Fracto Solutions.
1.1
These Terms of Service (“Terms”) govern your access to the Site and any services we provide to you (the “Services”).
1.2
Fracto Solutions is a limited liability company organized under the laws of the State of Delaware, United States, with a registered office in Dover, Delaware.
1.3
By accessing the Site, submitting an inquiry, booking a consultation, or receiving Services, you agree to be bound by these Terms.
1.4
If you accept these Terms on behalf of a company, you represent that you have authority to bind it, and “you” and “Client” refer to that company. Where an employee accesses the Site for their employer’s benefit, these Terms bind that business in all respects.
Plain meanings for the terms used throughout.
2.1
“Background IP” means intellectual property we own or license that exists before an engagement or is developed outside it, including our methodologies, frameworks, templates, reusable code, internal tooling, and know-how.
2.2
“Client Materials” means anything you provide or give us access to, including brand assets, content, product data, customer data, credentials, and platform accounts.
2.3
“Deliverables” means work product we create for you and identify as deliverables in an SOW, including reports, audits, dashboards, campaign assets, copy, designs, code, and configurations.
2.4
“Media Spend”
means amounts payable to advertising platforms for advertising inventory.
2.5
“Platform”
means any third-party service the Services depend on, including Google Ads, Google Analytics, Google Tag Manager, Meta, Amazon, Walmart, Shopify, WordPress, and Klaviyo.
2.6
“SOW”
means a statement of work, proposal, or order form agreed in writing by both parties describing the scope, fees, and duration of an engagement.
Business-to-business only. You must be 18 or older.
3.1
The Services are offered solely to businesses and to individuals acting in a commercial capacity. They are not offered to consumers, and nothing here creates a consumer contract.
3.2
You represent that you are at least 18, or the minimum age in your jurisdiction that permits you to be bound by these Terms.
3.3
You may not use the Site for any unlawful purpose or in violation of these Terms. We may discontinue or restrict your use of the Site at any time, without notice.
3.4
You may not use the Site or Services if you are located in, or a national of, a country subject to comprehensive United States trade sanctions, or if you appear on a United States government restricted-party list.
If documents disagree, the signed SOW wins, then these Terms.
4.1
Where documents governing an engagement conflict, this order applies, highest first: a signed master services agreement; the applicable SOW; these Terms; anything else, including proposals, decks, and marketing materials.
4.2
An SOW varies these Terms only where it expressly says so and identifies the clause it varies.
4.3
Purchase order terms, vendor portal terms, and pre-printed Client terms have no effect and are expressly rejected unless we accept them in a signed writing.
4.4
Specific areas of the Site or Services may carry additional terms. Where they do, notice will be posted in that area and those terms are incorporated on your use of it.
Use the Site normally. Do not scrape it, break it, or copy it.
5.1
You may access and view the Site for legitimate business purposes.
5.2
You may not:
- Use scrapers, crawlers, or data-mining tools, other than search engine crawlers operating within our robots.txt directives;
- Copy, republish, or redistribute Site content except as permitted in Section 13;
- Access data not intended for you, log into an account you are not authorized to use, or probe, scan, or test the Site’s security without authorization;
- Interfere with or disrupt the Site, including through denial of service attacks, flooding, malicious code, or forged header information;
- Send unsolicited commercial email through or in connection with the Site;
- Reverse engineer, decompile, or attempt to derive the source code of any part of the Site;
- Use the Site or its content to train machine learning or artificial intelligence models without our prior written consent;
- Misrepresent your identity or affiliation.
5.3
Violations of system or network security may result in civil or criminal liability. We may investigate suspected violations and cooperate with law enforcement.
5.4
The Site is informational. Nothing on it is an offer capable of acceptance, and no engagement exists until an SOW is agreed in writing.
Keep your credentials safe and tell us if something looks wrong.
6.1
Where registration is required, you agree to provide accurate, current, and complete information and to keep it updated.
6.2
You are responsible for maintaining the confidentiality of credentials we issue, and for all activity under them, whether or not authorized by you.
6.3
Notify us at hello@fractosolutions.com without undue delay if you become aware of unauthorized access to your account.
6.4
Do not share credentials with any third party without our written consent, and tell us promptly when a person with access leaves your organization.
6.5
We may suspend account access where we reasonably believe credentials have been compromised or misused.
Nothing is in scope unless an SOW says so.
7.1
We provide growth services, which may include growth strategy, analytics and tracking, conversion optimization, paid advertising, search engine optimization, email and lifecycle marketing, web development, and ecommerce operations.
7.2
Every engagement is defined by an SOW. Work not described in an SOW is out of scope. Out-of-scope requests are documented in a written change order setting out additional fees and any effect on timelines, and we are not obliged to perform them.
7.3
A monthly retainer covers the scope, activities, and hours stated in the SOW. Unused capacity does not roll over unless the SOW says otherwise.
7.4
Timelines in an SOW are estimates based on the assumptions stated in it, including timely access and approvals from you. They are not fixed deadlines unless the SOW expressly identifies a date as firm.
7.5
A free consultation or audit preview does not create an engagement, is not advice you should rely on without independent verification, and imposes no obligation on either party.
7.6
Information published on the Site, including guides and benchmarks, is general. It does not account for your circumstances and is not personalized advice.
We need access, information, and timely approvals. Delays on your side move the timeline.
8.1
You will promptly provide, at no cost to us: access to the Platforms and analytics environments required, at the permission level we reasonably request; Client Materials; accurate information about your products, offers, pricing, and prior marketing; a named individual with authority to approve; and timely responses to requests for feedback and approval.
8.2
Where an SOW specifies an approval window and you do not respond within it, we may treat the item as approved or pause the affected work, and will tell you which.
8.3
Where your delay or failure to provide access slows the Services, timelines adjust accordingly, fees remain payable in full for the affected period, and we are not liable for resulting loss, including wasted Media Spend.
8.4
You are responsible for keeping your Platform accounts in good standing, including valid billing methods and compliance with each Platform’s policies.
8.5
You warrant that you have the right to grant us access to all accounts and Client Materials you provide.
8.5
You remain responsible for your own backups and disaster recovery. Where we perform development work we will take reasonable care, but this does not transfer that responsibility to us.
You pay the advertising platforms directly. Media budget is not our money.
9.1
Unless an SOW says otherwise, Media Spend is paid by you directly to the relevant Platform using your own billing method. It is separate from and additional to our fees.
9.2
We manage campaigns within budgets you authorize in writing. You are responsible for monitoring your Platform billing and for all amounts Platforms charge your accounts.
9.3
We are not a party to your agreements with any Platform. We do not control Platform billing and are not responsible for overspend, misbilling, or charges arising from Platform error, fraudulent traffic, click fraud, or unauthorized access to your accounts.
9.4
Where you authorize a budget change informally we may act on it, but written confirmation governs in any dispute.
9.5
Media Spend is excluded from the liability cap in Section 28, and we accept no liability for it in any circumstances.
9.6
Where an SOW provides for Media Spend to be paid through us, that SOW sets out the prepayment, reconciliation, and refund arrangements, and this Section applies except where it expressly varies them.
Invoices are due in 15 days. Late payment lets us pause work and charge interest.
10.1
Fees are set out in the applicable SOW, quoted in United States dollars unless stated otherwise.
10.2
Retainer fees are invoiced monthly in advance; project fees as set out in the SOW. Payment is due within 15 days of the invoice date.
10.3
Fees exclude all taxes and duties. You are responsible for any sales tax, VAT, GST, or similar amount, and for all bank charges and currency conversion costs. Where you must withhold tax, you will gross up so we receive the full invoiced amount.
10.4
If an invoice is not paid when due, we may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, recover reasonable collection costs including attorneys’ fees, suspend the Services on seven days written notice, and withhold Deliverables and any assignment of rights in them.
10.5
Raise any invoice dispute in writing within 15 days of the invoice date, with reasons. Undisputed amounts remain payable on time, and you may not set off any amount against fees due to us.
10.6
Fees are non-refundable unless these Terms or an SOW say otherwise. Where we terminate for your material breach, or you terminate for convenience, fees paid for the current period are not refunded.
10.7
We may increase retainer fees on 60 days written notice, effective no earlier than the end of the current minimum term. If you do not accept an increase, you may terminate the affected SOW with effect from the date it would apply, by written notice within 30 days of ours.
Retainers roll month to month. Either side can end them with 30 days notice.
11.1
An SOW takes effect on the date stated and runs for the minimum term specified, or month to month where none is specified. After any minimum term, retainers continue month to month until terminated.
11.2
Either party may terminate a month-to-month retainer for convenience on 30 days written notice. Fees remain payable through the notice period.
11.3
Either party may terminate immediately where the other commits a material breach not remedied within 15 days of written notice, or becomes insolvent, enters liquidation, or has a receiver appointed.
11.4
We may terminate or suspend immediately, with no cure period, where you fail to pay undisputed amounts more than 30 days past due, or where continuing would in our reasonable judgment expose us to legal liability or Platform sanctions.
11.5
Where an SOW provides for a pause, its terms govern. Absent express provision, we are not obliged to pause an engagement and paused periods remain billable.
11.6
On termination: accrued fees become immediately due; we deliver Deliverables completed and paid for; each party returns or destroys the other’s Confidential Information on request, subject to Section 16.5; we will, on request within 30 days, cooperate reasonably in transitioning accounts at our then-current hourly rates; and we remove our personnel’s access to your Platform accounts, with you responsible for revoking any access we cannot remove.
11.7
Sections 12, 13, 14, 15, 16, 17, 19, 22, 23, 24, 27, 28, 29, 32, 33, 34, and 35 survive termination.
You own the Deliverables once you have paid in full. We keep our underlying methods.
12.1
Subject to Section 12.2 and to payment in full, we assign to you, on the date of full payment, all right, title, and interest in the Deliverables created for you under an SOW.
12.2
That assignment excludes Background IP, Client Materials, and third-party materials. Where a Deliverable incorporates Background IP, we grant you a non-exclusive, perpetual, worldwide, royalty-free license to use it as embedded in that Deliverable for your internal business purposes, not sublicensable except to your service providers acting on your behalf.
12.3
Until payment in full, all rights in Deliverables remain with us and any use by you is unlicensed.
12.4
Concepts, drafts, and alternatives not selected or not identified as Deliverables remain our property.
12.5
We may use the general skills, knowledge, and experience gained during an engagement in work for other clients, provided we do not use your Confidential Information.
12.6
Where a Deliverable includes open source software, your use is subject to the applicable open source license, and we will identify material components on request.
The Site and our frameworks belong to us. You may share our published content inside your organization.
13.1
All content on the Site, including text, graphics, logos, layouts, images, video, code, and its compilation (the “Content”), is owned by us or our licensors and protected by copyright and other intellectual property laws.
13.2
Our Background IP remains our exclusive property at all times.
13.3
You may view, print, and share the Content within your own business for internal evaluation and discussion. You may not reproduce, adapt, retransmit, distribute, sell, publish, or commercially exploit it outside your organization without our prior written consent.
13.4
The Site includes facts, views, and recommendations from us and from third-party sources. We do not warrant the accuracy of third-party views, and their inclusion is not an endorsement.
You own your materials and are responsible for having the rights to them.
14.1
Client Materials remain your property. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display them solely to perform the Services during the engagement.
14.2
You warrant that you own or have licensed all necessary rights in Client Materials, and that our use of them will not infringe any third-party right or breach any law.
14.3
Where a Deliverable incorporates third-party assets such as stock imagery, fonts, plugins, or software, we will identify them and the applicable license terms. Unless the SOW says otherwise, you are responsible for procuring and maintaining those licenses in your own name, and we are not responsible for their continued availability or for licensing changes.
14.4
You are responsible for the accuracy of all product data, pricing, claims, and substantiation in Client Materials.
We would like to reference our work with you. You can say no, and withdraw later.
15.1
Subject to Section 15.2, you grant us the right to identify you as a client, display your name and logo in our marketing, and publish case studies describing the work and its performance metrics.
15.2
We will obtain your prior written approval for any case study, testimonial, or published performance figure before first publication. Approval will not be unreasonably withheld or delayed.
15.3
You may withdraw this permission at any time by written notice to hello@fractosolutions.com. We will remove the material from properties under our control within 30 days. We are not required to recall printed materials already distributed, and are not responsible for third-party caches or reposts outside our control.
15.4
We will not disclose your Confidential Information in any case study. Where an SOW or separate confidentiality agreement restricts publicity, that restriction prevails.
15.5
Where we perform white-label work under Section 21, we will not identify the end client or agency partner without express written consent.
Each side protects the other’s non-public information.
16.1
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. It includes strategy, pricing, performance data, customer data, credentials, and business plans.
16.2
The receiving party will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.
16.3
Confidential Information excludes information that is or becomes public through no breach of these Terms, was known without restriction before disclosure, is independently developed, or is lawfully obtained from a third party without restriction.
16.4
Where disclosure is required by law or court order, the receiving party may disclose the minimum necessary and will, where lawfully permitted, give prior notice so the other can seek protective relief.
16.5
On termination, each party returns or destroys the other’s Confidential Information on written request, except copies retained in routine backups or required by law, which remain subject to this Section while retained.
16.5
These obligations continue for three years after termination, and indefinitely for trade secrets.
Where we handle personal data on your behalf, our Data Processing Addendum governs.
17.1
Each party will comply with applicable data protection law.
17.2
For personal data we process on your instructions in providing the Services, you are the controller and we are the processor. Terms governing that processing, including security measures, subprocessors, international transfers, and breach notification, are set out in a Data Processing Addendum we will provide on request, which forms part of the agreement between us where personal data is processed.
17.3
For personal data we collect for our own purposes, including Site visitor and business contact data, we are the controller. We use it to operate and secure the Site, respond to enquiries, provide the Services, and meet legal obligations. Details of that processing, and requests to exercise data protection rights, are available on request to hello@fractosolutions.com.
17.4
You are responsible for having a lawful basis for personal data you provide or instruct us to process, including for advertising, audience building, and email marketing, and for giving any notices and obtaining any consents required.
17.5
Where the Services involve implementing tracking, analytics, or audience tools on your properties, you are responsible for your own consent mechanism and privacy notice, unless the SOW makes that part of our scope.
17.6
The Site uses cookies and similar technologies for its operation, for analytics, and for measuring our marketing. Where consent is required, non-essential technologies are used only with your consent, which you may give, decline, or change through the consent notice on the Site or your browser settings.
Google, Meta, and Amazon can change their rules at any time, and that is outside our control.
18.1
The Services depend on Platforms we do not control. Platforms may at any time change their algorithms, policies, features, pricing, reporting methodology, or API access, or suspend accounts.
18.2
We are not responsible for changes in performance, ranking, reach, or cost arising from Platform changes; suspension or termination of your Platform accounts, campaigns, or listings; discrepancies between Platform reporting, analytics, and your internal records, which are normal and arise from differing attribution models; or loss, corruption, downtime, or defects in Platform services.
18.3
Where the Services rely on third-party tools, whether licensed by us on your behalf or by you directly, we are not responsible for their availability, functionality, or pricing.
18.4
Where a Platform suspension results from your products, claims, landing pages, business practices, or account history, remediation is out of scope and chargeable at our then-current rates.
Past results are not promises. We commit to the work, not to a specific outcome.
19.1
We do not guarantee any specific result, including any level of traffic, ranking, impressions, clicks, conversion rate, return on ad spend, revenue, pipeline, or profit.
19.2
Any figures, benchmarks, case studies, averages, or projections appearing on the Site, in proposals, or in any communication: describe past performance in specific engagements under specific conditions; are not typical, not guaranteed, and not a prediction of your results; are illustrative estimates where forward-looking, based on assumptions that may prove incorrect; and do not form part of any contract and are not warranties or representations.
19.3
Results depend on factors outside our control, including your product, pricing, offer, market conditions, competition, seasonality, budget, internal execution, and Platform behavior.
19.4
Where an SOW states a target, goal, or KPI, that is the objective we will work toward in good faith. It is not a warranty, guarantee, or condition, and failure to meet it is not a breach, unless the SOW expressly states the figure is a guaranteed outcome and sets out the agreed remedy.
19.5
Our obligation is to perform the Services with reasonable skill and care under Section 27.1.
Your products, claims, and pages are your responsibility.
20.1
You warrant that your products, business practices, and marketing claims comply with all applicable laws, including consumer protection, advertising, competition, and product safety regulation; that you hold substantiation for all claims and will provide it on request; that your websites, landing pages, and checkout flows comply with applicable law; and that your use of the Services complies with each Platform’s advertising policies.
20.2
You are responsible for reviewing and approving advertising copy, creative, and landing pages before they go live. Approval is your acceptance that the material is accurate, substantiated, and compliant.
20.3
We may refuse to create, publish, or continue running any material we reasonably believe is unlawful, misleading, in breach of Platform policy, or damaging to our reputation. Refusal on these grounds is not a breach by us and does not relieve you of the obligation to pay fees.
20.4
Where the Services involve email or SMS marketing, you are responsible for the lawfulness of your recipient lists, including obtaining and evidencing consent, honoring unsubscribe requests, and complying with CAN-SPAM, UK PECR, and equivalent laws.
20.5
We do not provide legal, tax, accounting, or regulatory advice, and nothing we provide should be relied on as such.
We may use subcontractors, and we remain responsible for their work.
21.1
We may engage subcontractors, contractors, and affiliates to perform any part of the Services. We remain responsible to you for their performance and their compliance with the confidentiality and data protection obligations in these Terms.
21.2
We are not obliged to disclose subcontractor identities, except where required under the data protection terms agreed between us in relation to subprocessors handling personal data.
21.3
Where we provide Services to an agency partner for delivery to that partner’s end client, the agency partner is our Client and is solely responsible for payment. We have no contractual relationship with, and owe no duty to, the end client, will not contact them without the partner’s consent, and the partner is responsible for ensuring its own agreement with the end client is consistent with the Services we provide.
Please do not hire our specialists during the engagement or for a year after.
22.1
During an engagement and for 12 months after it ends, you will not directly or indirectly solicit, employ, or engage any of our personnel or subcontractors materially involved in providing the Services to you, without our prior written consent.
22.2
This does not restrict general recruitment advertising not targeted at our personnel, or hiring a person who responds to it without other solicitation.
22.3
If you breach Section 22.1, you will pay us a fee equal to 50% of the individual’s first-year total compensation, which the parties agree is a reasonable estimate of our loss and not a penalty.
Our marks are ours. Other companies’ marks on our Site belong to them, and are not an endorsement in either direction.
23.1
“Fracto,” “Fracto Solutions,” our logo, and all related names, design marks, and slogans displayed on the Site are our trademarks or service marks, and may not be used without our prior written consent, except that a Client may identify us as its service provider in factual, non-promotional communications.
23.2
All other marks appearing on the Site, including those of Platforms, certification bodies, and brands we have worked with, are the trademarks of their respective owners and are used for identification only.
23.3
Reference to any product, service, third-party link, or organization by trade name, trademark, or manufacturer does not constitute or imply endorsement, sponsorship, or recommendation, either by us of them or by them of us.
If content on our Site infringes your copyright, tell our designated agent.
24.1
In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, we have designated an agent to receive notices of claimed copyright infringement:
DMCA Designated Agent
Attention: Legal Team
Fracto Solutions
Dover, DE 19901, United States
Email: hello@fractosolutions.com
24.2
To be effective, a notification must be a written communication including: a physical or electronic signature of a person authorized to act for the owner of the right allegedly infringed; identification of the copyrighted work, or a representative list where multiple works at one site are covered; identification of the material claimed to be infringing and information sufficient to locate it; your address, telephone number, and email address; a statement of good faith belief that the use is not authorized by the owner, its agent, or the law; and a statement that the notification is accurate and, under penalty of perjury, that you are authorized to act for the owner.
24.3
We may notify affected users that we have received a notice of infringement, by general notice on the Site, by email, or by written communication.
24.4
If you receive such a notice you may submit a counter-notification to the agent above, including: your signature; identification of the removed material and where it appeared; a statement under penalty of perjury of good faith belief that it was removed through mistake or misidentification; and your name, address, and telephone number, with a statement that you consent to the jurisdiction of the Federal District Court for the district in which you are located, or where our offices are located if you are outside the United States, and will accept service of process from the person who gave the original notice.
24.5
We may terminate Site access for any user who we believe, in our sole discretion, repeatedly infringes the proprietary rights of third parties.
Ask us if you want to republish something we wrote.
25.1
For requests to reprint or republish any Content owned or distributed by us, including articles, research, and graphics, contact hello@fractosolutions.com. We may grant, refuse, or condition any request, and may require attribution, a link, or review of the intended context.
We link to other sites for convenience. What happens there is not our responsibility.
26.1
The Site contains hyperlinks to websites and services operated by third parties, including Platforms, scheduling tools, and our clients’ websites. They are provided for convenience only, and a hyperlink does not imply that we endorse the linked site, its operator, or its content.
26.2
You agree not to hold us responsible for the content, operation, availability, privacy practices, or security of any third-party site, and are solely responsible for determining the extent to which you rely on anything found there.
26.3
Where you transact with a third party reached through the Site, that transaction is between you and them, governed by their terms and privacy policy. We are not liable for any loss arising from it.
We promise to do good work. Beyond that, the Site and Services come as they are.
27.1
We warrant that we will perform the Services with reasonable skill and care, using appropriately qualified personnel, in accordance with the applicable SOW.
27.2
Your sole remedy for breach of Section 27.1 is for us to re-perform the affected Services at no charge, provided you notify us in writing within 30 days of delivery. Where re-performance is not reasonably practicable, we will refund the fees paid for the affected Services.
Important
27.3
Except as stated in Section 27.1, the Site, the Content, the Services, and all Deliverables are provided “as is” and “as available,” without representations or warranties of any kind, express or implied. To the fullest extent permitted by law, we and our affiliates, agents, service providers, and licensors disclaim all warranties, including implied warranties of accuracy, completeness, timeliness, non-infringement, title, merchantability, and fitness for a particular purpose.
Important
27.4
We do not warrant that your use of the Site will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Site is free of viruses. You assume responsibility and risk for your use of the Site and your reliance on it.
27.5
We do not warrant the accuracy or completeness of data reported by Platforms or third-party analytics tools.
Liability is capped at fees paid in the prior 12 months. Media Spend is excluded entirely.
Important
28.1
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, opportunity, or data, whether or not foreseeable and whether arising in contract, tort, or otherwise.
Important
28.2
Our total aggregate liability arising out of or relating to these Terms, the Site, and the Services will not exceed the total fees paid by you to us under the applicable SOW in the 12 months immediately preceding the event giving rise to the claim.
28.3
Media Spend is not a fee paid to us, is excluded from the calculation in Section 28.2, and we have no liability for it or for any loss arising from it.
28.4
Where you have received Services without charge, including free consultations and audit previews, our total liability for those Services is limited to one hundred United States dollars.
28.5
These limitations do not apply to liability that cannot be excluded by law, including for death or personal injury caused by negligence, or for fraud. They apply even if a limited remedy fails of its essential purpose, and reflect the allocation of risk between the parties and the fees charged.
28.6
No claim may be brought more than 12 months after the claiming party first became aware, or should reasonably have become aware, of the facts giving rise to it.
28.7
Some jurisdictions do not allow certain exclusions or limitations of liability. Where a court holds any part of this Section unenforceable, our liability will be limited to the fullest extent permitted by applicable law and this Section is deemed amended accordingly.
Each side covers the other for problems it caused.
29.1
You will indemnify, defend, and hold us and our officers, owners, advisors, and employees harmless from any third-party claim, and resulting loss, damage, liability, cost, and reasonable attorneys’ fee, arising out of: Client Materials, including any claim that they infringe a third-party right; your products, business practices, or marketing claims; your breach of Section 14.2, 17.4, or 20.1; your breach of any Platform’s terms or advertising policies; personal data you provide or instruct us to process in breach of applicable data protection law; or your violation of these Terms.
29.2
We will indemnify, defend, and hold you harmless from any third-party claim that a Deliverable created by us, used in accordance with these Terms and the applicable SOW, infringes that third party’s copyright, trademark, or trade secret rights, together with resulting loss, damage, liability, cost, and reasonable attorneys’ fee.
29.3
Section 29.2 does not apply to claims arising from Client Materials, third-party assets you were responsible for licensing, modification of a Deliverable by anyone other than us, combination with anything not supplied by us, or continued use after we have told you to stop.
29.4
The indemnified party will notify the other promptly in writing, allow it to control the defense and settlement, and provide reasonable cooperation at that party’s expense. The indemnifying party may not settle in a way that admits liability on the part of the indemnified party without its consent.
29.5
Our obligations under Section 29.2 are subject to the cap in Section 28.2.
Neither side is liable for things genuinely outside its control.
30.1
Neither party is liable for delay or failure to perform, other than an obligation to pay money, caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, government action, labor dispute, failure of utilities or telecommunications, internet or hosting outage, cyberattack, or Platform failure.
30.2
The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event continues more than 60 days, either party may terminate the affected SOW on written notice.
We can cut off access to the Site or portal if it is misused.
31.1
We may change the Site, including eliminating or discontinuing any content or feature, at any time without notice.
31.2
We may suspend or terminate your access to the Site, or any account or portal, immediately and without notice where we reasonably believe you have breached Section 5 or Section 6, or where suspension is necessary to protect the Site, our other clients, or our systems.
31.3
Suspension does not relieve you of payment obligations and is without prejudice to our other rights.
We operate from the United States. If you are elsewhere, your local law is your responsibility.
32.1
The Site is hosted and operated from the United States. We make no representation that the Site or the Services are appropriate or available for use in other locations. Those who access the Site from elsewhere do so on their own initiative and are responsible for compliance with their local laws.
32.2
If you are located outside the United States, information you provide will be transferred to and processed in the United States, and may be transferred to other countries where we, our affiliates, or our service providers operate. By using the Site, you acknowledge this transfer.
32.3
Where personal data is transferred from the United Kingdom or the European Economic Area, we apply appropriate safeguards required by applicable data protection law, including standard contractual clauses where relevant. Details are available on request. Nothing in this Section limits your rights under applicable data protection law.
Delaware law, Delaware courts. Talk to us first before filing anything.
33.1
Governing law. These Terms, and any dispute arising out of or relating to them, the Site, the Content, or the Services, are governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
33.2
Good faith discussion. Before commencing proceedings, the parties will attempt to resolve the dispute through good faith discussion between senior representatives, beginning within 15 days of written notice and continuing at least 30 days unless resolved sooner. This does not prevent either party from seeking urgent relief under Section 33.4.
33.3
Exclusive jurisdiction. Any dispute, claim, or controversy arising in connection with these Terms, including its validity, breach, enforcement, or termination, will be resolved exclusively by litigation in the state or federal courts located in the State of Delaware. The parties irrevocably submit to the exclusive jurisdiction of those courts, waive any objection based on venue or forum non conveniens, and agree to accept service of process by mail under Section 34.
33.4
Urgent relief. Nothing in Section 33.2 prevents either party from applying to any court of competent jurisdiction for injunctive or other equitable relief in relation to actual or threatened breach of Section 12, 13, 16, 22, or 23.
33.5
No class actions. Disputes will be resolved on an individual basis. Neither party may bring a claim as a plaintiff or class member in any class, collective, consolidated, or representative proceeding.
Important
33.6
Jury trial waiver. Each party knowingly and voluntarily waives any right to trial by jury in any proceeding arising out of or relating to these Terms.
Email is a valid way to send us formal notice.
34.1
Formal notices to us must be sent by email to hello@fractosolutions.com. Email is a valid and sufficient channel for formal notice under these Terms.
34.2
Notices to you may be sent to the email address associated with your account or stated in the applicable SOW.
34.3
Notice by email is effective on the business day after it is sent, provided no delivery failure is received.
34.4
Routine operational communications, including scope discussions, approvals, and reporting, may be conducted through ordinary email or project management tools and do not require formal notice.
Standard contract mechanics.
35.1
Entire agreement. These Terms, together with any applicable SOW and any data protection terms agreed between the parties, constitute the entire agreement on their subject matter and supersede all prior and contemporaneous oral or written agreements. Neither party has relied on any statement not expressly set out in these documents. This does not exclude liability for fraudulent misrepresentation.
35.2
Severability.
If any provision, or its application in a particular circumstance, is held invalid or unenforceable, the remainder of these Terms and the application of that provision in other circumstances are not affected, and each provision will be enforced to the fullest extent permitted by law.
35.3
Waiver. No failure or delay in exercising a right waives it. A waiver is effective only if in writing and signed by the waiving party.
35.4
Assignment.
You may not assign these Terms or any SOW without our prior written consent, except to a successor in a merger or sale of substantially all assets, on written notice to us. We may assign or delegate any right or duty to an affiliate or in connection with a merger, acquisition, or sale of assets.
35.5
Independent contractors.
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship, and neither party may bind the other.
35.6
No third-party beneficiaries. Except as set out in Section 29.1 regarding our officers, owners, advisors, and employees, these Terms confer no rights on any third party, including any end client of an agency partner.
35.7
Counterparts.
SOWs may be executed in counterparts and by electronic signature, each of which is an original.
35.8
Headings and summaries. Section headings and the “In short” summaries are for convenience only. Where a summary and the numbered clauses conflict, the numbered clauses govern.
35.9
Export and sanctions. Each party will comply with applicable export control and economic sanctions laws.
We may update these Terms. Material changes get 30 days notice to active clients.
36.1
We may change, remove, or modify any term at any time. The current version is always available on the Site with the Effective Date and Version number shown at the top.
36.2
Changes to the Site-related provisions take effect when posted, and your continued use of the Site constitutes acceptance. You should review these Terms periodically.
36.3
Where a change materially affects an active engagement, we will give at least 30 days written notice to the Client. If you do not accept it, you may terminate the affected SOW by written notice before the change takes effect, and the existing Terms continue to apply until that termination is effective.
36.4
A record of material changes appears in the change log below.
Questions about these Terms:
Fracto Solutions
Dover, DE 19901, United States
All enquiries, including legal, privacy, and copyright: hello@fractosolutions.com
Website:
https://fractosolutions.com
First published version of the Fracto Solutions Terms of Service.