Terms of Service

1.1 Binding Effect. By (a) accessing or using the Site, (b) executing a Statement of Work ("SOW"), proposal, order form, or engagement letter referencing this Agreement, (c) submitting payment for any invoice issued by Magnolia Grove, or (d) otherwise engaging, instructing, or authorizing Magnolia Grove to perform services, Client acknowledges that it has read, understood, and agrees to be bound by this Agreement in its entirety. If Client does not agree to these terms, Client must immediately discontinue use of the Site and must not engage Magnolia Grove's services.

1.2 Authority. Any individual accepting this Agreement on behalf of an organization, campaign, committee, or other entity represents and warrants that they have the legal authority to bind that entity to this Agreement.

1.3 Modifications. Magnolia Grove reserves the right to update or modify this Agreement at any time by posting a revised version on the Site or by delivering notice to Client's designated contact. Continued use of the Site or continued engagement of services following such notice constitutes acceptance of the revised Agreement. Material changes affecting an active SOW will not apply retroactively to that SOW unless mutually agreed in writing.

1.4 Eligibility. Client represents that it has full legal capacity and authority to enter into this Agreement and, where applicable, is duly organized and in good standing under the laws of its jurisdiction of formation, including compliance with any applicable campaign finance, lobbying disclosure, or political committee registration requirements.

2.1 Governing Documents. Magnolia Grove provides strategic advisory, political and public affairs consulting, digital marketing, print production, and web/software development and automation infrastructure services (collectively, the "Services"). The specific Services to be performed, associated deliverables, timelines, fees, and any special terms for a given engagement shall be set forth in an individually executed SOW, proposal, or invoice (each, a "SOW"). This Agreement governs all Services generally; in the event of a direct conflict between this Agreement and a specific SOW, the SOW controls solely with respect to the subject matter expressly addressed therein.

2.2 No Implied Services. No Services are owed to Client, and no deliverable is guaranteed, except as expressly described in a fully executed SOW or accepted invoice. Verbal discussions, draft proposals, pitch materials, and informal correspondence do not constitute a binding commitment to perform work.

2.3 Client Cooperation. Client agrees to provide timely access to information, personnel, brand assets, credentials, approvals, and feedback reasonably necessary for Magnolia Grove to perform the Services. Delays caused by Client's failure to provide such cooperation may extend delivery timelines and will not constitute a breach by Magnolia Grove.

2.4 Third-Party Services and Platforms. Certain Services may involve the use of third-party platforms, vendors, media outlets, hosting providers, advertising networks, or software (collectively, "Third-Party Platforms"). Magnolia Grove's role with respect to Third-Party Platforms is limited to strategic use, configuration, and management on Client's behalf; Magnolia Grove does not own, control, or guarantee the performance, availability, pricing, or policies of any Third-Party Platform.

2.5 Change Orders. Any material change to the scope of an active SOW (including added deliverables, expanded scope, expedited timelines, or additional revision rounds beyond those specified) must be documented in a written change order or amended SOW signed by both Parties and may result in additional fees.

3.1 Agency IP. Magnolia Grove retains sole and exclusive ownership of all right, title, and interest in and to: (a) its pre-existing methodologies, frameworks, playbooks, and strategic models; (b) proprietary software, source code libraries, automation scripts, templates, design systems, and reusable components not created specifically and exclusively for Client under a SOW; (c) general knowledge, skills, and experience developed or used in performing the Services; and (d) any improvements, modifications, or derivative works of the foregoing (collectively, "Agency IP"). Nothing in this Agreement transfers ownership of Agency IP to Client. Where Agency IP is incorporated into a Client deliverable, Magnolia Grove grants Client a non-exclusive, non-transferable, royalty-free license to use such incorporated Agency IP solely as embedded in the delivered work product, for Client's internal business purposes.

3.2 Client Deliverables. Subject to Section 3.3 (Conditions Precedent to Transfer) and Section 4 (Payment Terms), all final, custom-created deliverables specifically produced for Client under a SOW — including finalized campaign strategy documents, custom marketing and campaign copy, custom-designed print collateral, custom graphic designs, and custom-built websites, applications, or automation systems (excluding all Agency IP embedded therein and all Third-Party Platform components) — shall become the property of Client (collectively, "Client Deliverables").

3.3 Conditions Precedent to Transfer. Notwithstanding Section 3.2, ownership of, and all rights in, Client Deliverables shall remain vested in Magnolia Grove and shall not transfer to Client until Magnolia Grove has received payment in full of all amounts due for the applicable SOW or invoice, including any late fees. Prior to full payment, Client is granted a limited, revocable, non-exclusive license to review draft materials solely for internal evaluation purposes, and may not publish, distribute, deploy, print, broadcast, or otherwise use any draft or unpaid deliverable. Upon full payment, the transfer of ownership described in Section 3.2 shall be deemed effective automatically, without need for further documentation, although Magnolia Grove will execute reasonable additional instruments to confirm such transfer upon Client's written request and at Client's expense.

3.4 Client-Provided Materials. Client retains all ownership of pre-existing Client materials, trademarks, logos, data, voter files, donor lists, and content provided to Magnolia Grove ("Client Materials"). Client grants Magnolia Grove a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services.

3.5 Portfolio Rights. Unless otherwise agreed in writing (including where confidentiality or political sensitivity requires otherwise under Section 6), Magnolia Grove may display non-confidential, publicly released deliverables in its portfolio, case studies, and marketing materials after such deliverables have been publicly released by Client.

3.6 Feedback. Any suggestions, ideas, or feedback Client provides regarding Magnolia Grove's tools, processes, or methodologies may be used by Magnolia Grove without restriction or compensation to Client.

4.1 Fees. Fees for Services shall be set forth in the applicable SOW and may take the form of a fixed project fee, monthly or periodic retainer, milestone-based payments, hourly rate, media/production budget, or a combination thereof.

4.2 Retainers. Retainer fees are due in advance of the period to which they apply (e.g., in advance of each calendar month) and are earned upon receipt for the availability of Magnolia Grove's personnel and resources during that period, regardless of the volume of work requested by Client during such period, except as otherwise expressly stated in the SOW.

4.3 Milestone Payments. Where a SOW specifies milestone-based billing, each milestone payment is due upon completion (or, where specified, upon commencement) of the associated phase of work, irrespective of whether Client has completed its own internal review or approval process, provided Magnolia Grove has performed the corresponding Services in good faith and in accordance with the SOW.

4.4 Invoicing and Due Dates. Unless otherwise specified in a SOW, invoices are due within fifteen (15) days of the invoice date ("Net 15"). Client is responsible for promptly notifying Magnolia Grove in writing of any good-faith dispute regarding an invoice within seven (7) days of receipt; undisputed amounts remain due per the original terms.

4.5 Late Fees. Any invoice not paid in full by its due date shall accrue a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted under applicable law, calculated from the due date until paid in full. Magnolia Grove may suspend Services, withhold delivery of work product, and/or terminate this Agreement or the applicable SOW for accounts more than thirty (30) days past due, without liability for any resulting delay or non-performance.

4.6 Non-Refundable Deposits. Deposits collected for print production, media buys, third-party production costs, advertising spend, event costs, or other costs committed to third-party vendors on Client's behalf are non-refundable once Magnolia Grove has placed the corresponding order, committed the spend, or begun production, regardless of whether Client subsequently cancels, postpones, or modifies the underlying project. Client is responsible for all costs actually incurred or contractually committed by Magnolia Grove on Client's behalf prior to any notice of cancellation.

4.7 Expenses. Client shall reimburse Magnolia Grove for pre-approved, reasonable out-of-pocket expenses (including but not limited to media placement costs, printing costs, third-party licensing fees, travel, and software/tooling costs procured specifically for Client's engagement) in addition to professional fees, unless otherwise stated in the SOW.

4.8 Taxes. All fees are exclusive of applicable sales, use, excise, or similar taxes, which shall be Client's responsibility, excluding taxes based on Magnolia Grove's net income.

4.9 Collections. Client shall be responsible for all reasonable costs of collection, including attorneys' fees and court costs, incurred by Magnolia Grove in collecting past-due amounts.

5.1 No Warranty of Outcomes. Magnolia Grove provides strategic, creative, marketing, and technical services on a professional best-efforts basis. Client acknowledges and agrees that Magnolia Grove makes no warranty, guarantee, or representation, express or implied, regarding: (a) the outcome of any political campaign, election, ballot measure, legislative effort, or public affairs initiative; (b) voter, donor, or public response to any strategy, message, or creative asset; (c) polling results, fundraising totals, or media coverage; or (d) business results, revenue, lead generation, or return on investment from any marketing, advertising, or digital campaign.

5.2 Third-Party Platform Disclaimer. Magnolia Grove is not responsible for, and disclaims all liability arising from: (a) changes to algorithms, policies, advertising rules, or features of any social media, search, or advertising platform; (b) suspension, deactivation, shadow-banning, demonetization, or removal of content or accounts by any Third-Party Platform; (c) outages, downtime, security incidents, or performance issues of any third-party hosting provider, domain registrar, CDN, or SaaS platform; or (d) any change in law, regulation, or platform policy governing political advertising or content moderation. Client acknowledges that such platforms are operated by unaffiliated third parties outside Magnolia Grove's control.

5.3 Compliance is Client's Responsibility. Client is solely responsible for ensuring that all campaigns, communications, advertisements, and disclosures comply with applicable federal, state, and local election law, campaign finance law, lobbying disclosure requirements, FEC and equivalent state agency regulations, and platform-specific political advertising policies, including any required disclaimers ("paid for by") and reporting obligations. Magnolia Grove is not a law firm or compliance attorney, does not provide legal advice, and Client should consult qualified election law counsel regarding compliance matters.

5.4 Disclaimer of Warranties. Except as expressly set forth in a SOW, the Services and all deliverables are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from course of dealing or trade usage.

5.5 Limitation of Liability. To the maximum extent permitted by law, in no event shall Magnolia Grove, its owners, officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, donations, votes, or business opportunity, arising out of or relating to this Agreement or the Services, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Magnolia Grove has been advised of the possibility of such damages. Magnolia Grove's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by Client to Magnolia Grove under the applicable SOW during the six (6) months immediately preceding the event giving rise to the claim.

5.6 Indemnification. Client shall indemnify, defend, and hold harmless Magnolia Grove and its owners, officers, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client Materials or Client-directed content, including any claim of defamation, invasion of privacy, or violation of election or advertising law; (b) Client's use of the Services or Deliverables in violation of applicable law; or (c) Client's breach of this Agreement. Magnolia Grove shall indemnify Client against third-party claims that a Client Deliverable, as delivered and used in accordance with this Agreement (excluding Client Materials, Client-directed changes, and Third-Party Platform components), directly infringes a third party's U.S. intellectual property rights, subject to the limitation of liability in Section 5.5.

5.7 Force Majeure. Neither Party shall be liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, pandemic, government action, election law changes enacted after SOW execution, internet or hosting outages, or platform policy changes.

6.1 Definition. "Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, or by access to systems or documents, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including without limitation: political strategy, messaging research, polling and survey data, campaign plans and timelines, opposition research, donor and voter lists, fundraising data, client lists, pricing, financial information, business metrics, source code, and proprietary methodologies.

6.2 Mutual Obligations. Each Party agrees to: (a) use the other Party's Confidential Information solely for purposes of performing or receiving the Services under this Agreement; (b) protect such information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care; and (c) not disclose such information to any third party without the disclosing Party's prior written consent, except to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those herein.

6.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

6.4 Compelled Disclosure. If a Party is required by law, subpoena, or court order to disclose the other Party's Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to allow the disclosing Party to seek a protective order.

6.5 Political Sensitivity. Given the sensitive nature of political and campaign engagements, Magnolia Grove agrees not to disclose the existence or details of a political consulting engagement, or any campaign strategy, polling, or opposition research developed for Client, to any other client, prospective client, media outlet, or third party without Client's prior written consent, except as required by applicable disclosure law.

6.6 Survival. The obligations of this Section 6 shall survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

6.7 Injunctive Relief. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching Party shall be entitled to seek injunctive relief in addition to any other available remedies.

7.1 Termination for Convenience. Either Party may terminate an ongoing SOW or this Agreement for convenience upon thirty (30) days' prior written notice to the other Party, unless a different notice period is specified in the applicable SOW.

7.2 Termination for Cause. Either Party may terminate this Agreement or an applicable SOW immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice describing the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; or (c) engages in conduct that is illegal, fraudulent, or that exposes the other Party to material reputational or legal risk.

7.3 Immediate Suspension. Magnolia Grove may suspend Services immediately, without liability, in the event of: (a) non-payment beyond the cure period set forth in Section 4.5; (b) a request by Client to engage in unlawful or unethical conduct; or (c) a reasonable good-faith determination that continuing the engagement would violate applicable law or create material legal exposure for Magnolia Grove.

7.4 Effect of Termination. Upon termination or expiration of a SOW: (a) Client shall pay Magnolia Grove for all Services performed and expenses incurred (or contractually committed, per Section 4.6) through the effective date of termination; (b) each Party shall return or destroy the other Party's Confidential Information upon request, except as required for legal or archival compliance purposes; (c) Sections 3 (as to paid deliverables), 4, 5, 6, 7.4, 8, and any other provision that by its nature should survive, shall survive termination; and (d) Magnolia Grove shall have no obligation to deliver, transfer, or release any work product for which payment in full has not been received.

7.5 Wind-Down. Upon termination, Magnolia Grove will provide reasonable cooperation, at Client's expense (at Magnolia Grove's then-current rates), to transition ongoing work, provided all outstanding invoices have been paid in full.

8.1 Governing Law. This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles.

8.2 Venue. The Parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Muscogee County, Georgia, and each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

8.3 Arbitration. Except as set forth below, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, seated in Muscogee County, Georgia, before a single arbitrator, with judgment on the award enforceable in any court of competent jurisdiction. Notwithstanding the foregoing: (a) either Party may seek injunctive or other equitable relief in court for an actual or threatened breach of Section 6 (Confidentiality) or Section 3 (Intellectual Property Rights), without first resorting to arbitration; and (b) Magnolia Grove may, at its election, pursue collection of undisputed amounts owed under Section 4 in small claims court or the courts identified in Section 8.2, rather than arbitration.

8.4 Attorneys' Fees. In any action or arbitration to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.

8.5 Waiver of Jury Trial. To the extent permitted by law, and to the extent any dispute is not subject to arbitration under Section 8.3, each Party knowingly, voluntarily, and intentionally waives its right to a trial by jury in any litigation arising out of or relating to this Agreement.

9.1 Independent Contractor. Magnolia Grove is an independent contractor, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

9.2 Assignment. Client may not assign this Agreement or any SOW without Magnolia Grove's prior written consent. Magnolia Grove may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

9.3 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and does not confer any rights or remedies upon any third party.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.

9.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing, and no failure or delay in enforcing any provision shall constitute a waiver of future enforcement of that or any other provision.

9.6 Entire Agreement. This Agreement, together with all executed SOWs and invoices, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous understandings, whether written or oral, regarding the same subject matter.

9.7 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or courier to the addresses/contacts on file for each Party.

9.8 Electronic Signatures and Communications. The Parties agree that SOWs, invoices, and this Agreement may be executed and delivered electronically, and that electronic signatures shall have the same legal effect as handwritten signatures.

9.9 Publicity. Neither Party shall use the other's name, logo, or trademarks in any public statement or press release without prior written consent, except as permitted under Section 3.5.

9.10 Political Compliance Cooperation. Client agrees to provide Magnolia Grove, upon reasonable request, with any registration numbers, disclaimer language, or compliance information necessary for Magnolia Grove to properly execute Client's instructions in a manner consistent with applicable political advertising and disclosure requirements; Magnolia Grove's execution of such instructions does not constitute legal advice or a guarantee of Client's regulatory compliance.