Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) are an agreement between you and Woodward Consulting LLC, a Utah limited liability company doing business as WoodStack Media (“WoodStack Media,” “we,” “us,” or “our”). They govern your use of woodstackmedia.com and meet.woodstackmedia.com (the “Sites”) and any consulting, development, administration, support, or related services we provide (the “Services”).

You accept these Terms when you use the Sites, book a call, accept a proposal, pay an invoice, subscribe to recurring billing, or otherwise receive Services. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind it, and “you” refers to that organization.

Specific work may also be described in a proposal, statement of work, quote, or invoice (each an “Order”). Each Order is governed by these Terms. If a separate written agreement signed by both parties conflicts with these Terms, the signed agreement controls.

2. Use of the Sites

You may use the Sites for lawful purposes only. You agree not to:

• submit false, misleading, or unlawful information, or impersonate another person;
• send spam, malware, or automated submissions through our forms or booking tools;
• attempt to gain unauthorized access to, probe, or disrupt the Sites or the systems that host them; or
• copy, scrape, or reproduce the Sites’ content or design for commercial use without our written permission.

Content on the Sites is provided for general information and does not create a client relationship or constitute professional, legal, financial, or tax advice.

3. Services

We provide technology consulting and related services, which may include systems integration, workflow automation, software and internal tool development, data cleanup and reporting, cloud, domain, and email configuration, billing and payment setup, and platform administration. The scope, deliverables, pricing, and schedule for each engagement are described in the applicable Order or in our written communications with you.

Work outside the agreed scope, including new requests, additional revisions, and support for problems caused by changes made by you or third parties, is billable at our then-current rates. Any timelines we provide are good-faith estimates and depend on your timely cooperation and on the third-party platforms involved.

We are an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. We may use qualified subcontractors and software tools, including automated and AI-assisted tools, to perform Services, and we remain responsible for the work we deliver.

4. Your responsibilities

To allow us to perform the Services, you agree to:

• provide accurate information, timely feedback, and decisions;
• provide the account access and permissions reasonably needed, and ensure you have the authority to grant that access to us;
• maintain your own backups of data and systems before and during our work;
• comply with the terms of the third-party platforms you use and the laws that apply to your business, including laws on privacy, email and text-message marketing, consent, and data protection; and
• review and test deliverables promptly after they are provided.

Deliverables are considered accepted if you do not report a material nonconformity in writing within ten business days after delivery, or when you begin using the deliverable in your business, whichever comes first.

5. Fees and payment

• Invoices. Fees are stated in the applicable Order or invoice. Unless otherwise stated, invoices are due on receipt and are payable in U.S. dollars through the payment methods we make available, which are processed by Stripe.
• Hourly work. Hourly Services are billed in increments stated in the Order or invoice, based on time actually spent.
• Pass-through costs. Where we pay for third-party software, subscriptions, add-ons, usage, or services on your behalf, you agree to reimburse those costs as invoiced. Pass-through costs are billed at the amount charged to us unless otherwise stated, and they may change when the third-party provider changes its pricing.
• Late payment. If an amount remains unpaid more than 15 days after its due date, we may pause Services, suspend access to deliverables or managed accounts we administer, and charge interest of 1.5% per month or the maximum rate allowed by law, whichever is lower, until paid. You are responsible for reasonable costs of collection, including attorneys’ fees.
• Taxes. Fees do not include taxes. You are responsible for any sales, use, or similar taxes, other than taxes on our income.
• Billing questions. If you believe a charge is incorrect, contact us at billing@woodstackmedia.com within 30 days of the charge. We will work with you in good faith to resolve it. You agree to contact us before filing a chargeback or payment dispute with your bank or card issuer.
• Refunds. Because Services consist of time and expertise, fees for Services already performed are non-refundable. Pass-through costs already paid to third parties are non-refundable except to the extent the third party refunds them to us.

6. Subscriptions and recurring billing

Some Services, including ongoing support, retainers, and platform access we provide or resell, are billed on a recurring basis. When you enroll in recurring billing, you authorize us, through Stripe, to charge your selected payment method automatically on each billing date at the then-current price until you cancel. The first billing date, billing interval, and amount are shown at checkout or in the applicable Order.

• Cancellation. You may cancel recurring billing at any time by emailing billing@woodstackmedia.com. Cancellation takes effect at the end of the current billing period if we receive your notice at least five business days before the next billing date. Charges for the current period are not prorated or refunded.
• Access. Where recurring billing covers access to a third-party platform that we administer, access may be suspended or ended when billing is canceled or remains unpaid. You are responsible for exporting any data you need before access ends.
• Price changes. We will give you at least 30 days’ notice by email before increasing a recurring price, except where the increase results from a change in a third-party pass-through cost, in which case we will notify you as soon as reasonably practicable.
• Failed payments. If a recurring payment fails, we or Stripe may retry the charge and may suspend the related Services until payment succeeds.
• Receipts. Payment receipts and invoices are delivered electronically to the billing email address on your account.

7. Third-party platforms

Our Services often involve software and services provided by others, such as CRM, marketing, payment, hosting, email, messaging, and data platforms. Those platforms are governed by their own terms and privacy policies, and we do not control them. We are not responsible for their availability, outages, security incidents, pricing, policy or feature changes, account suspensions, message filtering, or deliverability decisions, or for any resulting loss. Your use of those platforms is at your own risk and subject to your agreements with their providers.

8. Intellectual property

• Your materials. You keep all rights to the data, content, trademarks, and materials you provide (“Client Materials”). You grant us a limited license to use Client Materials only as needed to perform the Services.
• Deliverables. Upon full payment of all amounts owed for an engagement, you own the custom deliverables we create specifically for you under that engagement, excluding Pre-Existing Materials.
• Pre-Existing Materials. We retain all rights to our tools, code libraries, templates, scripts, processes, documentation frameworks, know-how, and other materials we created before or independently of your engagement, and to improvements of them (“Pre-Existing Materials”). To the extent Pre-Existing Materials are included in your deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use them as part of those deliverables for your internal business purposes.
• Portfolio. We will not publicly identify you as a client or describe your project without your permission.
• Site content. The Sites, including their text, design, logos, and the WoodStack Media name and mark, are owned by us and may not be used without our permission.

9. Confidentiality

Each party may receive non-public information from the other, including business information, credentials, customer data, and pricing (“Confidential Information”). The receiving party will use the other party’s Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will not disclose it except to its personnel, contractors, and advisors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, after giving the other party prompt notice where legally permitted. These obligations survive for three years after the relationship ends, and for as long as the information remains a trade secret or login credential.

10. Data and compliance

When we access personal information in your systems, we do so on your behalf and according to your instructions, as described in our Privacy Policy. You are responsible for having a lawful basis for that information, for providing required notices, and for obtaining any consents required for your marketing, email, and text-messaging activities.

You agree not to provide us with protected health information under the Health Insurance Portability and Accountability Act (HIPAA), payment card numbers, or other regulated data unless we have agreed in writing to receive it and, for protected health information, a business associate agreement has been signed by both parties. Configuring a platform’s compliance features does not by itself make your business compliant with any law, and you remain responsible for your own compliance obligations.

11. Disclaimers

We will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. If Services do not meet this standard and you notify us in writing within 30 days after they are performed, we will re-perform the nonconforming Services at no additional charge. This is your sole remedy for a breach of this warranty.

Except as expressly stated above, the Sites, Services, and deliverables are provided “as is” and “as available,” and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee any particular business result, including revenue, leads, conversions, email or text-message deliverability, search rankings, or uninterrupted or error-free operation of any system.

12. Limitation of liability

To the maximum extent permitted by law, neither WoodStack Media nor its owners, members, employees, or contractors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to the Sites, Services, or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total liability for all claims arising out of or related to the Sites, Services, or these Terms will not exceed the fees you actually paid to us for the specific Services giving rise to the claim during the three months before the event giving rise to the liability. Pass-through costs paid to third parties are not counted toward this amount.

These limitations apply regardless of the legal theory, whether contract, tort, negligence, strict liability, or otherwise, and are an essential part of the basis of our pricing. Some jurisdictions do not allow certain limitations, so some of them may not apply to you.

13. Indemnification

You agree to defend, indemnify, and hold harmless WoodStack Media and its owners, members, employees, and contractors from and against any claims, damages, losses, penalties, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Client Materials; (b) your use of the Services or deliverables; (c) your marketing, email, or text-messaging activities, or your handling of personal information; (d) your violation of these Terms, any law, or any third-party platform’s terms; or (e) instructions you give us.

14. Term and termination

Either party may end an engagement for convenience with 15 days’ written notice, unless the applicable Order states otherwise. Either party may end an engagement immediately if the other materially breaches these Terms and does not cure the breach within ten days after written notice. We may also suspend or end Services immediately for non-payment, or if continuing would require us to violate the law or a third-party platform’s terms.

When an engagement ends, you will pay for all Services performed and costs incurred through the effective date of termination, and we will remove our access to your systems at your request. Sections that by their nature should survive termination will survive, including those covering fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and disputes.

15. Governing law and disputes

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. Before filing any claim, each party agrees to try to resolve the dispute informally by sending a written description of it to the other party and negotiating in good faith for at least 30 days.

If the dispute is not resolved, it will be brought exclusively in the state or federal courts located in Utah County, Utah, and each party consents to the personal jurisdiction of those courts. Either party may seek temporary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. To the extent permitted by law, each party waives its right to a jury trial, and any claim must be brought within one year after it arises. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys’ fees and costs.

16. General terms

• Entire agreement. These Terms, together with any Order and any separate signed agreement, are the entire agreement between the parties about their subject matter.
• Changes. We may update these Terms by posting a new version on this page with a new “Last updated” date. Changes apply to Services performed and charges made after the update. For active engagements, material changes take effect 30 days after we notify you by email, unless you agree to them sooner.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet or utility failures, third-party platform outages, labor disputes, or acts of government. This does not excuse payment obligations.
• Non-solicitation. During an engagement and for twelve months afterward, you agree not to directly hire or engage any subcontractor we introduce to you for the engagement without our written consent.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of our business.
• Notices. Notices may be sent by email. Notices to us must be sent to contact@woodstackmedia.com. Notices to you will be sent to the email address associated with your engagement or billing account.
• Electronic communications. You agree that agreements, notices, invoices, and receipts may be provided electronically and satisfy any legal requirement that they be in writing.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver of it.

17. Contact us

Questions about these Terms can be sent to:

Woodward Consulting LLC, doing business as WoodStack Media
General: contact@woodstackmedia.com
Billing: billing@woodstackmedia.com
Website: woodstackmedia.com