Terms of service.

These Terms of Service (“Terms”) form a binding agreement between you (“Client,” “you,” “your”) and Highstone Media, LLC, a Wyoming limited liability company with its registered office at 317 W Whitney St, Sheridan, WY 82801, USA (“Highstone,” “we,” “us,” “our”).

By signing a Statement of Work, paying an invoice, providing access to your advertising accounts, or otherwise instructing us to begin work, you accept these Terms. If you do not accept them, do not engage us, and tell us so we can stop.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have that authority, you must not use the services.

You must be at least 18 years old (or the age of majority where you live) to engage Highstone. Our services are for businesses and the adults who run them.

Highstone provides digital advertising services — strategy, account management, creative production, and measurement — across the channels described on our Services page. The exact scope, deliverables, channels, and fees for your engagement are set out in a separate, signed Statement of Work (“SOW”) and any Order Forms or addenda referenced from it.

We will use commercially reasonable efforts to perform the services in accordance with the SOW. We do not guarantee any specific advertising result, return on ad spend, revenue outcome, or audience reach. Advertising performance depends on many factors outside our control — including platform algorithm changes, ad policies, your product, pricing, supply chain, and the broader market. We will tell you on the first call what we believe we can move and why; we will not promise it in writing.

We may from time to time change features, methodology, or sub-processors we use to deliver the services. We will give you reasonable notice before any change that materially affects how the services are delivered to you.

To deliver the services we will request administrative access to your advertising accounts (Meta Business Manager, Google Ads MCC, TikTok Ads Manager, etc.), analytics tools, and tag manager. Those accounts remain owned by you at all times; we hold access only for the purpose of delivering the SOW.

You agree to:

• Keep the contact information you give us accurate and up to date.
• Authorise access through your own platform credentials, not ours, and not share your credentials with us.
• Comply with each advertising platform's policies and applicable law for content you instruct us to publish (including advertising disclosures, regulated-industry rules, and consumer-protection law).
• Maintain backups of your own accounts, analytics configurations, and creative assets.
• Notify us promptly of any suspected unauthorised access to your accounts.

Our fees are flat monthly retainers per channel as set out in your SOW. The Measurement Stack engagement is a one-time fee charged at the start of the engagement. Project-based “bolt-on” work is scoped and billed up-front per its own SOW.

Billing day

1st of each calendar month, in advance.

Payment terms

Net 7 days from invoice date.

Currency

US Dollars (USD), exclusive of taxes.

Methods

ACH (preferred), wire, or credit card via Stripe (+2.9% processing fee).

Taxes

Fees are exclusive of sales, use, VAT, GST, or similar taxes. You are responsible for all such taxes other than taxes on our net income.

Media spend

Paid by you directly to the ad platform on your own card. We do not invoice you for ad spend, mark it up, or take a percentage of it.

Late payment. Invoices more than 14 days past due trigger a written notice. Invoices more than 30 days past due give us the right to pause work on your account until paid; we will continue to monitor your live campaigns during a pause to avoid runaway spend, but we will not ship new work. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Refunds. Monthly retainers are billed for service delivered in that month and are non-refundable except for the unused, prepaid portion of the month in which you terminate, prorated daily. Project-based work is refundable only as set out in the relevant SOW.

Disputes. If you in good faith dispute any portion of an invoice, you must notify us in writing within 15 days of the invoice date with a reasonable explanation; the undisputed portion remains payable on the original due date.

Engagements are month-to-month. Either party may terminate with 15 days' written notice via email — no notice format required, no termination fee, no auto-renew clause. We mean it.

On termination, we will:

• Hand over all assets — accounts, dashboards, creative files, audit notes — within five business days.
• Refund any prepaid retainer for the unused portion of the current month, prorated daily.
• Remove our admin access from your platforms once you confirm you have it covered.
• Delete or return your personal data per the Data Processing Addendum (/dpa) on your written instruction.

Termination for cause. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within 10 business days of written notice, (b) becomes insolvent, files for bankruptcy, or enters receivership, or (c) engages in fraud or unlawful activity in connection with the engagement. We may also terminate immediately for harassment of our team, or activity that violates platform policy and exposes us to platform-level penalties.

Survival. Sections of these Terms that by their nature should survive termination — including Fees, IP, Confidentiality, Warranties, Limitation of Liability, Indemnification, and Governing Law — will so survive.

Your stuff stays yours. Your ad accounts, the creative assets we produce specifically for you, campaign data, customer data, and any work product delivered to you under an SOW are owned by you upon payment of the invoice that covers them. We assign to you all right, title, and interest in such work product to the extent necessary to give effect to this paragraph.

Our stuff stays ours. Our internal templates, dashboards, methodology documents, audit frameworks, reusable code or scripts, and the contents of this website are owned by Highstone. We grant you a non-exclusive, non-transferable, royalty-free licence to use them during the engagement for your internal business purposes only. You may not republish, resell, sub-licence, reverse engineer, or train artificial-intelligence models on them.

Creator-produced content. When we source creators (e.g. UGC for TikTok), usage rights are negotiated per-creator and disclosed in writing before purchase. Rights pass to you per the terms of that purchase order. We do not retain white-label rights on creator work.

Feedback. If you give us feedback, suggestions, or ideas about our services, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use it without obligation. We will not include identifying information about you in such use without permission.

Anonymised metrics. We may publish anonymised, aggregated performance metrics derived from our portfolio (e.g. “average blended ROAS within ninety days”) without identifying you. See “Confidentiality” for your opt-out.

You agree not to use the services — or instruct us to publish advertising — for any of the following:

• Anything illegal under applicable US federal or state law, or the law of the jurisdiction your customers reside in.
• Advertising for products or services Highstone has separately declined to work with under our Acceptable Use Policy.
• Misleading, deceptive, or false advertising claims, or claims regulated by an agency you are not authorised to make (e.g. health claims about non-FDA-cleared products).
• Harassment, threats, hate speech, or content that targets a protected class.
• Infringement of any third party's intellectual property, publicity, or privacy rights.
• Distributing malware, attempting to scrape or reverse engineer the Highstone Site, or interfering with our systems or those of our processors.
• Impersonating any person or entity, including misrepresenting your affiliation with a brand whose accounts you have asked us to manage.
• Sending mail, SMS, or comms that violate CAN-SPAM, TCPA, GDPR direct-marketing rules, or equivalent.

Full detail lives in our Acceptable Use Policy, which is incorporated by reference into these Terms. We may suspend or terminate the engagement for a violation, with or without notice, depending on severity.

We respect the intellectual property of others and ask the same of our clients and Site visitors. If you believe that material we have published on our Site or in an ad we run for a client infringes your copyright, please send a notice that contains all of the following:

1. A physical or electronic signature of the owner (or person authorised to act for the owner) of the exclusive right alleged to be infringed.
2. Identification of the copyrighted work claimed to be infringed.
3. Identification of the material alleged to be infringing and information sufficient for us to locate it (URL, ad ID, etc.).
4. Your name, address, telephone number, and email address.
5. A statement that you have a good-faith belief that the use is not authorised by the copyright owner, its agent, or the law.
6. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorised to act on behalf of the owner.

Send DMCA notices to our designated agent at legal@highstonemedia.com or by mail to: Highstone Media, LLC, Attn: DMCA Agent, 317 W Whitney St, Sheridan, WY 82801, USA.

We will respond to valid notices in accordance with 17 U.S.C. § 512. Counter-notices may be submitted to the same address. We may terminate the engagement of any client found to be a repeat infringer.

Each party agrees to keep the other's confidential information confidential and to use it only to perform under these Terms. Confidential Information includes business plans, customer and prospect lists, financial data, creative briefs, source files, and the terms of your SOW. It does not include information that is or becomes publicly known through no fault of the receiving party, was already in the receiving party's possession before disclosure, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without a duty of confidentiality.

We will not name you in case studies, marketing, or press without your written permission. If we do, we send you the draft first.

We may disclose anonymised, aggregated data (e.g. average ROAS across the portfolio) without identifying you. If you would prefer we exclude your numbers from such averages, tell us — we will.

Each party may disclose Confidential Information if required by applicable law, court order, or regulator request. The party compelled to disclose will (where lawful) give the other prompt notice and reasonable cooperation so they can seek a protective order.

Where we process personal data on your behalf — for example, when we configure your Conversions API, import a customer list for a custom audience, or build a measurement dashboard that includes personal data — we act as a “processor” and you act as the “controller” under GDPR, UK GDPR, and equivalent laws.

We will only process personal data on your documented instructions; implement appropriate technical and organisational measures; assist you in responding to data-subject requests; not engage new sub-processors without notice; assist with breach notification, DPIA, and prior-consultation duties; and delete or return personal data at the end of the engagement as you instruct.

Our standard Data Processing Addendum, including the EU and UK Standard Contractual Clauses, is published at /dpa and incorporated into these Terms by reference where you process EEA, UK, or Swiss personal data through us. By executing the SOW, you also execute the DPA.

We handle our own collection and use of personal data per our Privacy Policy.

Each party represents and warrants that (a) it has full power and authority to enter into these Terms; (b) entering into and performing these Terms will not violate any other agreement to which it is a party; and (c) it will comply with applicable law in performing its obligations.

We warrant that the services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from course of dealing or trade usage. We do not warrant that the services will be uninterrupted or error-free, or that they will produce any specific business result.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

Aggregate cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS AND ANY SOW IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. The cap above does not apply to: (i) either party's breach of confidentiality; (ii) either party's indemnification obligations; (iii) your obligation to pay undisputed fees; (iv) a party's gross negligence, wilful misconduct, or fraud; or (v) any liability that cannot be excluded or limited under applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the limitations above may not apply to you in full. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

You will indemnify, defend, and hold harmless Highstone (including our officers, employees, and contractors) from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising from: (a) your products, services, offers, claims, or pricing; (b) any content you instruct us to publish (including any ad claim that turns out to be regulated and unsupportable); (c) your violation of applicable law or the policies of any advertising platform; or (d) your breach of these Terms.

We will indemnify, defend, and hold you harmless from and against third-party claims that the work product we deliver to you (excluding anything you provided, directed, or modified) infringes a third party's intellectual-property rights. If a deliverable becomes the subject of such a claim, we may at our option modify it, obtain a licence, or refund the fees attributable to it; the foregoing is our sole liability for IP infringement.

Process. The indemnified party must promptly notify the other in writing of the claim, give sole control of defence and settlement to the indemnifying party (provided no settlement imposes admission or financial obligation on the indemnified party without consent), and reasonably cooperate at the indemnifying party's expense.

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riot, civil disorder, pandemic, government action, large-scale internet or platform outages, or labour disturbance. The affected party will give prompt notice and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement without penalty.

Informal resolution first. Before either party files a lawsuit or starts an arbitration, the parties will attempt good-faith resolution by email and at least one 60-minute video call with decision-makers on both sides, beginning within 30 days of written notice of the dispute.

Binding arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the services — except those described under “Carve-outs” below — will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect. The seat of arbitration will be Sheridan County, Wyoming, or another mutually agreed location, and the arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. Each party agrees that disputes will be arbitrated on an individual basis only and not as a class, representative, or consolidated action. The arbitrator may not consolidate claims, preside over any form of representative proceeding, or award class-wide relief.

30-day opt-out. You may opt out of the arbitration and class-action-waiver provisions by emailing legal@highstonemedia.com with the subject line “Arbitration Opt-Out” within 30 days of first accepting these Terms. Opting out will not affect any other part of these Terms.

Carve-outs. Either party may bring an action in court (a) to enforce confidentiality or intellectual-property rights or to seek injunctive relief; (b) in small-claims court for claims that qualify; and (c) for collection of undisputed fees.

Jury-trial waiver. To the extent any dispute is heard in court rather than arbitration, each party knowingly and voluntarily waives its right to a jury trial.

These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws principles, and the United States Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the arbitration clause above.

For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Entire agreement. These Terms together with each signed SOW, our Privacy Policy, Data Processing Addendum, and Acceptable Use Policy constitute the entire agreement between the parties on this subject and supersede all prior or contemporaneous communications. To the extent of a conflict, the order of precedence is: signed SOW; these Terms; DPA; AUP; Privacy Policy.

Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, reorganisation, or sale of substantially all assets, on 30 days' written notice. Any unauthorised assignment is void.

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

No third-party beneficiaries. These Terms confer no rights on any third party.

Severability. If any provision is held unenforceable, the rest stays in effect, and the unenforceable provision is reformed to the minimum extent necessary to make it enforceable.

No waiver. A party's failure to enforce any right is not a waiver of that right; waivers are valid only in writing, signed by the waiving party.

Notices. Notices to Highstone must be sent to legal@highstonemedia.com with a copy by post to the registered office above. Notices to you may be sent to the email address on your most recent invoice. Notices are effective on confirmed delivery (email) or three business days after dispatch (post).

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

US Government rights. Any deliverable is “commercial computer software” and “commercial computer software documentation” for purposes of FAR 12.211/12.212 and DFARS 227.7202.

Export. You agree to comply with all applicable US export controls and sanctions and will not provide access to our services in violation of them.

We may update these Terms from time to time. When we make a material change — anything that affects fees, term, liability, arbitration, or your rights — we will change the version number and effective date at the top of this page and notify active clients by email at least 30 days before the change takes effect. Non-material changes (clarifications, typo fixes) take effect on posting.

Continued use of our services after the effective date constitutes acceptance of the updated Terms. If you do not agree to a material change, you may terminate the engagement under the “Term” section above before the change takes effect.

A full change log is available on request — email legal@highstonemedia.com.

Email — legal

legal@highstonemedia.com

Email — general

hello@highstonemedia.com

Phone

+1 (360) 994-1062

Mail

Highstone Media, LLC
317 W Whitney St
Sheridan, WY 82801, USA