Terms of Service

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country.

Our Services include the website cairnandflint.com, the client portal, and the products and services listed at cairnandflint.com/services (including websites, audits, search and AI visibility, reviews and reputation, content, knowledge, chatbot and receptionist services), as that list is updated from time to time. Each product’s page states what it includes, what you supply, and its price.

2. Intellectual Property Rights

Our intellectual property

We are the owner or licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

Intellectual property in client engagements

What is yours. Code and design are licensed; the domain, Google Business Profile, analytics, content, reviews and lead data are the client’s and always were; buyout at total estimated contract value; at term end the site and code are theirs, or month-to-month with no contract, or twelve months for the price of ten. There is no minimum term. The contract value is two build fees plus twelve months of retainer (ten months with the annual prepay, which covers all twelve). The term is the twelve retainer months after delivery; before it completes, the buyout is one build fee plus the retainer for each month not yet covered, and when it completes the code and deliverables are the client’s, free, with the retainer optional for upkeep (month-to-month, or twelve months for the price of ten). Lead data means the leads captured during the engagement. If the client stops paying the retainer and has not bought out ownership, the product is taken down.

Where a product’s page states different ownership (for example, our white-label delivery, where the delivered work is the buying agency’s), the product page controls for that product. Otherwise, for custom work we produce:

• We own the custom work we produce for clients until the term ends or a buyout is paid, including source code, design files, written content we create, photography licensed by us, and derivative work products; the material listed above as yours is never ours.
• Active-retainer clients receive a non-exclusive license to use the delivered work for the duration of their active engagement with us.
• Clients who wish to own their work outright may purchase a buyout at prices and under conditions set out in our Refund Policy, Section 7.
• Client-provided content (photos the client owns, copy the client writes, brand assets the client supplies) remains owned by the client at all times; see Section 8 below.

This licensing model is the foundation of our pricing. Until the term ends or a buyout is paid, the right to use licensed custom work depends on an active retainer; the material that was always yours (listed above) stays yours throughout.

Case studies

Case studies. Unless you opt out, we may describe the results we measured for your business (for example, a change in search ranking, website traffic or leads) as a case study on our website and in our marketing. A case study names your type of business and your city, not your business, unless you give us separate written permission to name you. It never includes your private data: no customer records, messages, logins, payment details or anything you gave us in confidence. You can opt out at checkout or at any time later, in your client portal or by emailing legal@cairnandflint.com, and once you opt out we stop using your results in case studies.

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section, address your request to legal@cairnandflint.com.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms, and your right to use our Services will terminate immediately.

3. Engagement Agreements and Related Legal Documents

Incorporation by Reference

These Legal Terms apply to all visitors to our website and to all users of our Services. When a client enters into a formal engagement with us, the following additional documents apply and are incorporated into the relationship by reference:

• Privacy Notice — governs how we collect, use, and share personal information
• Refund Policy — governs refunds, credits, cancellations, and buyouts
• Your order — for a purchase on our website, the product page and the checkout (what is included, what you supply, and the price); for a larger engagement, the written proposal you accept. Either is the “Engagement Agreement” in these Legal Terms.

Together, these Legal Terms, the Privacy Notice, the Refund Policy, and your order form the complete legal agreement between us and the client.

Order of Precedence

If there is any conflict between documents:

1. The Engagement Agreement controls for matters specific to a particular engagement
2. The Refund Policy controls for matters of payment, refunds, cancellations, and term structure
3. The Privacy Notice controls for matters of data collection, use, and sharing
4. These Legal Terms control for all other matters

For website visitors who have not entered into a formal engagement with us, only these Legal Terms and the Privacy Notice apply.

Changes to Related Documents

Each of the documents listed above may be updated independently. Changes follow the update and notification procedures described in the respective document and in our Legal Policy Update Log.

4. User Representations

By using the Services, you represent and warrant that:

1. You have the legal capacity and you agree to comply with these Legal Terms
2. You are not a minor in the jurisdiction in which you reside
3. You will not access the Services through automated or non-human means
4. You will not use the Services for any illegal or unauthorized purpose
5. Your use of the Services will not violate any applicable law or regulation

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate any engagement and refuse any and all current or future use of the Services.

5. Purchases and Payment

We accept the following forms of payment:

• Visa
• Mastercard
• Discover
• American Express
• ACH bank transfer (for larger engagements, at our discretion)

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services.

Taxes. Applicable taxes (including New Mexico Gross Receipts Tax where it applies) are calculated at checkout by our payment processor, Stripe, and shown before you pay.

Price changes. We may change our published prices at any time. Price changes do not affect active engagements, which are governed by the pricing in effect at the time of engagement formation.

Payment in US dollars. All payments are made in US dollars unless otherwise agreed in writing.

Order refusal. We reserve the right to refuse any order at our sole discretion.

Builds: half to start. For a website build you pay half at checkout. The other half is charged to the payment method you used, only when you have seen the finished work and approved it in your client portal — due at approval, and that is when the work is yours to use. Until then you see a preview; asking for changes is free and charges nothing, and we make them and show you the work again. If you do not approve the work, the other half is never charged.

Audit accuracy guarantee. If any finding in a paid Website Audit is wrong, the audit is free: tell us which finding, from your client portal or by email, and once we confirm it was wrong we refund what you paid for the audit, in full, to your original payment method. A refunded audit no longer carries its credit toward a rebuild or revamp.

Refund, credit and payment mechanics are described in our Refund Policy.

6. Subscriptions and Term Structure

Most of our services are delivered on a subscription or recurring retainer basis. The specific subscription and term structure for each service is governed by our Refund Policy and the Engagement Agreement for that specific engagement. Key points:

• Website retainers are month-to-month with no contract, or twelve months for the price of ten
• Annual plans: a monthly service can also be paid a year at once (twelve months for the price of ten), and some services renew yearly (as their product page states)

Every other subscription is month-to-month. There is no minimum term and no notice period. Subscriptions renew automatically on the billing date shown at checkout, charged to the payment method you gave Stripe; a failed payment is retried, and continued non-payment ends the service per the Refund Policy.

You can cancel a subscription at any time by telling us in writing (an email is enough). A person at the studio then stops it renewing in Stripe, so no further charge is made; the service runs to the end of the period you have already paid for, as the Refund Policy states.

An annual plan (a year paid at once) can be cancelled at any time in writing. The month you are in is kept and the service ends at the end of it: a website we host comes down unless you have bought it out, and your records with us are kept. The rest of what you paid for the year is refunded pro rata, one twelfth for each whole month after the current one, to your original payment method once a person approves it.

Buyout options are described in the Refund Policy.

7. Service Delivery

Delivery Timelines

We commit to deliver Services within the timeframes stated on each product’s page or in your accepted proposal. Published timelines are targets based on our standard delivery cadence assuming normal client cooperation and standard engagement scope.

Client Cooperation

Timely delivery requires active client cooperation, including:

• Providing required content (copy, images, brand assets) within agreed timelines
• Supplying, in your client portal, the information each service asks you for (we ask only for what we cannot see publicly), and responding to our questions within reasonable timeframes
• Providing feedback on deliverables within review windows
• Making payment per the agreed schedule

Delays caused by client non-responsiveness, late content delivery, or failure to participate in required communication do not extend our delivery obligations or shift delivery responsibility to us. Our commitment to published timelines is conditioned on the client meeting their cooperation obligations.

Scope Changes

The scope of each engagement is what your order states (the product page at checkout, or your accepted proposal). Work your order does not include is a separate purchase: at the price on that product’s page or, where no product covers it, at a price a person at the studio quotes in writing and you accept before any of that work starts or anything is charged for it. Fees for work already delivered are not refunded when the scope is reduced.

Revisions

What each product includes is stated on its page. For a website build, asking for changes before you accept it is free (Section 5). A request for work your order does not include is a scope change, handled as above; we have no hourly or consulting rate.

8. Client-Provided Content

When clients provide content to us for incorporation into Services (including but not limited to website copy, photographs, logos, brand assets, audio recordings, video recordings, testimonials, or any other material originating from the client or the client’s sources), clients represent and warrant that:

1. They own the content or have the right to use it for the purposes of the engagement
2. They have permission from any identifiable individuals appearing in content (photo subjects, quoted sources, named persons) to use that content in their engagement deliverables
3. The content does not infringe any third party’s intellectual property rights, privacy rights, or publicity rights
4. The content is not defamatory, obscene, illegal, or otherwise unlawful
5. The content does not violate any applicable law, regulation, or industry rule relevant to the client’s profession (such as bar association rules for legal practices, HIPAA for medical practices, or state board rules for licensed professionals)

By providing content to us, clients grant us a non-exclusive, revocable, royalty-free license to use that content solely for the purposes of delivering the engagement Services.

Client indemnification for client-provided content. If a third party brings a claim against us (for copyright infringement, privacy violation, defamation, or similar) based on content the client provided to us, the client agrees to defend, indemnify, and hold us harmless from such claims. This obligation is separate from and in addition to any indemnification obligations in Section 22.

9. Third-Party Services

Our Services rely on third-party platforms, including DigitalOcean (hosting), Vercel (our website), Stripe (payments), Resend and Zoho (email), Anthropic and OpenAI (AI drafting), Google (business listings, site-speed data and the accounts you connect), and the other providers listed in Section 3 of our Privacy Notice, together with the platforms you choose to connect to your portal.

We select these providers based on reasonable diligence regarding their security, reliability, and business practices. However, we do not control these third-party services, and their availability, performance, features, and terms are subject to change by those providers.

We are not responsible for:

• Outages, interruptions, or failures of third-party platforms
• Changes to third-party platforms’ terms of service, pricing, or features
• Data breaches or security incidents affecting third-party platforms (though where one affects your personal information, a person at the studio notifies you as Section 6 of our Privacy Notice states)
• Third-party platforms’ responses or non-responses to data subject requests or support inquiries

Clients are responsible for reviewing the terms of service and privacy policies of third-party platforms that directly affect their engagements.

10. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

• Systematically retrieve data or content to create a collection, compilation, database, or directory without written permission
• Trick, defraud, or mislead us or other users
• Circumvent, disable, or interfere with security-related features of the Services
• Disparage, tarnish, or otherwise harm us or the Services
• Use any information obtained from the Services to harass, abuse, or harm another person
• Make improper use of our support services or submit false reports of abuse
• Use the Services in a manner inconsistent with any applicable laws
• Engage in unauthorized framing of or linking to the Services
• Upload viruses, Trojan horses, or other malicious material
• Engage in automated use of the system, such as scripts, robots, or data gathering tools
• Delete copyright or proprietary rights notices from any Content
• Attempt to impersonate another user or person
• Upload material that acts as passive or active information collection mechanisms (pixel trackers, web bugs, etc.)
• Interfere with or disrupt the Services or connected networks
• Harass, annoy, intimidate, or threaten our personnel
• Attempt to bypass any access-restriction measures
• Copy or adapt the Services’ software code
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any software
• Use automated systems beyond standard search engine or browser usage
• Collect usernames or email addresses for unsolicited email
• Use the Services to compete with us
• Use the Services to advertise goods and services unrelated to your engagement with us

11. Feedback

If you send us any question, comment, suggestion, idea, feedback, or other information about the Services (“Feedback”), you agree that we may use and share such Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. We do not treat Feedback as confidential.

12. Services Management

We reserve the right, but not the obligation, to:

1. Monitor the Services for violations of these Legal Terms
2. Take appropriate legal action against anyone who violates the law or these Legal Terms
3. Refuse, restrict access to, limit the availability of, or disable any portion of the Services
4. Remove from the Services or disable files that are excessive in size or burdensome to our systems
5. Otherwise manage the Services to protect our rights and property and facilitate proper functioning of the Services

13. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Services to any person for breach of any representation, warranty, or covenant contained in these Legal Terms or any applicable law.

For active engagements, termination is governed by the Refund Policy and the applicable Engagement Agreement.

If we terminate or suspend any user’s access for cause, that user is prohibited from registering or creating a new means of access under a different name, a fake or borrowed name, or the name of any third party. We reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive remedies.

14. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We have no obligation to update information on our Services. We will not be liable for any modification, price change, suspension, or discontinuance of the Services, except as expressly set out in the Refund Policy.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime, except where such liability is expressly set out in the Refund Policy.

15. Force Majeure

Neither party will be liable for any failure or delay in performance under these Legal Terms (other than payment obligations) due to causes beyond that party’s reasonable control, including but not limited to:

• Acts of God (natural disasters, severe weather, earthquakes, floods, fires)
• War, terrorism, riots, civil unrest
• Government actions (including regulatory changes, shutdowns, or mandates)
• Pandemics or public health emergencies
• Infrastructure failures (widespread internet outages, power grid failures)
• Strikes or labor disputes (affecting us or our critical vendors)
• Failures of critical third-party service providers (Stripe, Vercel, DigitalOcean, Google, our AI providers, or similar)

A party claiming force majeure will promptly notify the other party and will use reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected engagement with written notice, and the Refund Policy’s provisions regarding such terminations will apply.

16. Confidentiality

During any engagement, both parties may receive confidential information from the other party. Each party agrees to maintain the confidentiality of information received and to use it only for purposes of the engagement.

Specific confidentiality obligations, including scope, duration, and permitted disclosures, are set forth in each Engagement Agreement. These Legal Terms supplement but do not replace the confidentiality provisions in any Engagement Agreement.

17. Governing Law

These Legal Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of law principles. Cairn and Flint Studio LLC and you irrevocably consent that the state and federal courts located in New Mexico shall have exclusive jurisdiction over any dispute that is not resolved through the dispute resolution procedures described in Section 18.

18. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute”) brought by either you or us, the parties agree to first attempt to negotiate any Dispute informally for at least ninety (90) days before initiating arbitration. Informal negotiations commence upon written notice from one party to the other.

Mutual Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. This arbitration obligation applies mutually to both Parties — both you and we are bound to arbitrate Disputes under these Legal Terms. Neither party retains a unilateral right to pursue claims against the other in court except as set out in the exceptions below.

You understand that without this provision, you would have the right to sue in court and have a jury trial.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required, the arbitration will take place in New Mexico.

If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New Mexico.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than two (2) years after the cause of action arose.

Restrictions

The parties agree that any arbitration shall be limited to the Dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The following Disputes are not subject to the above provisions:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a Party
• Any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use
• Any claim for injunctive relief

19. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

20. Disclaimer

The Services are provided on an as-is and as-available basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We make no warranties or representations about the accuracy or completeness of the Services’ content or the content of any websites linked to the Services, and we will assume no liability or responsibility for any errors, mistakes, or inaccuracies; personal injury or property damage resulting from your access to the Services; unauthorized access to or use of our secure servers; any interruption or cessation of transmission; any bugs, viruses, or the like transmitted through the Services by any third party; or any loss or damage incurred as a result of any Content posted or transmitted via the Services.

21. Limitations of Liability

In no event will we or our directors, members, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Services, even if we have been advised of the possibility of such damages.

Notwithstanding anything to the contrary contained herein, our aggregate liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to $25,000.00 USD or the amount paid by you to us during the six (6) months prior to the event giving rise to the claim, whichever is greater.

Exceptions to the liability cap. The above liability cap does NOT apply to:

• Our gross negligence or willful misconduct
• Our fraud or intentional misrepresentation
• Liabilities that cannot be limited under applicable law (such as liability for death or personal injury caused by our negligence in jurisdictions where such limits are prohibited)
• Our obligations to pay refunds as set forth in the Refund Policy

Certain U.S. state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

22. Indemnification

You agree to defend, indemnify, and hold us harmless, including our members, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

1. Your use of the Services
2. Breach of these Legal Terms
3. Any breach of your representations and warranties set forth in these Legal Terms
4. Your violation of the rights of a third party, including but not limited to intellectual property rights
5. Any overt harmful act toward any other user of the Services
6. Content you provided to us that resulted in a third-party claim (as described in Section 8)

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us.

23. User Data

We keep the data you give us through the Services (what you upload or answer in your client portal, and the records of your engagement) to perform the Services; how long each kind is kept is set out in Section 5 of our Privacy Notice. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services.

You agree that we shall have no liability to you for any loss or corruption of any such data (except as provided by applicable law or our Privacy Notice), and you hereby waive any right of action against us arising from any such loss or corruption of such data.

For engagement-related data and client data, our obligations are governed by the Engagement Agreement and our Privacy Notice.

24. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services.

25. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs:

26. Miscellaneous

These Legal Terms and any policies or operating rules posted by us constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law.

We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms.

You agree that these Legal Terms will not be construed against us by virtue of having drafted them.

27. Express Acknowledgment of Key Terms

Certain terms in this agreement materially affect your legal rights. We want to make sure these terms are clearly disclosed and consciously accepted, not buried in fine print. By using our Services, or by making any payment to us, you specifically acknowledge and agree to each of the following:

Our checkout asks you to agree to these Legal Terms, by version, before you pay (a box you tick on the payment page), and we record the version you agreed to and when, against your payment. That agreement includes the acknowledgments above.

28. Contact Us

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: