The agreement
These Terms of Service ("Terms") form a binding agreement between you ("Client" or "you") and Resonate Agency LLC, a Florida limited liability company ("Resonate," "we," "us," or "our"), governing your access to and use of our website at rsnt.agency (the "Site") and any services we may provide.
By using the Site or engaging us for paid services, you acknowledge that you have read these Terms and agree to be bound by them. If you do not agree, do not use the Site or engage our services.
You must be at least 18 years old and authorized to enter into contracts on behalf of the business you represent. If you're acting on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.
Our services
Resonate is a digital marketing agency offering services that include, but are not limited to:
What we do not collect
Search Engine Optimization (SEO) — including local SEO, e-commerce SEO, link building, and AI search/GEO optimization
Paid Media — Google Ads and Meta Ads management
Web Development — websites built on Webflow, WordPress, Next.js, and similar platforms
Branding & Creative — visual identity, brand strategy
Social Media Management — content strategy and execution for owned channels
Fractional CMO — outsourced marketing leadership for owner-operated businesses
SEO Audits and Strategy Engagements — paid diagnostic work as a standalone service
Specific deliverables, scope, timelines, and fees for any engagement are defined in the corresponding Statement of Work ("SOW") signed by both parties. Marketing pages on the Site describe representative offerings, not contractual scope.
We reserve the right to modify, add, or discontinue services at any time. For active engagements, any change to the agreed scope requires mutual written approval (typically by email or Slack confirmation).
Engagement structure
Resonate operates on an audit-first model. Most engagements begin with a paid diagnostic engagement (an "Audit") before any monthly retainer commences.
The audit
The audit is a fixed-scope, fixed-fee diagnostic engagement. We assess your situation across the relevant dimensions for the service in question (technical, content, paid-media account health, etc.) and deliver a written report with prioritized recommendations.
The audit is not a sales call. It is real diagnostic work performed by a senior member of our team. You receive the deliverable regardless of whether you proceed to a retainer with us afterward.
The retainer
If you elect to engage Resonate for ongoing work after the audit, the retainer engagement begins with a separate signed SOW. Retainer engagements typically have a 6-month minimum commitment, after which they convert to month-to-month with a 30-day notice period for either party to terminate (subject to Section 12 below).
Project-based work
Some engagements (e.g., website builds, branding projects) are project-based rather than retainer-based. These have defined start and end dates, milestone-based deliverables, and fixed-fee structures specified in the SOW.
Payment terms
Audits
Audit fees are invoiced upfront, prior to the kickoff of the audit work. Work begins after payment is received. Standard audit fees start at $1,200 USD; final fee depends on scope and complexity, defined per SOW.
Retainers
Monthly retainer fees are invoiced at the beginning of each calendar month for that month's services. Payment is due within 10 business days of invoice receipt. Late payments (more than 15 business days past due) may result in pause or termination of services until brought current.
Project-based work
Project work is typically structured as 50% upon SOW signature, 50% upon delivery of final agreed deliverables, unless the SOW specifies otherwise. Larger projects may be broken into milestone-based payments.
Late fees
Invoices unpaid for more than 30 calendar days may incur a late fee of 1.5% per month on the outstanding balance, or the maximum allowed under Florida law, whichever is lower.
Out-of-pocket costs
Costs paid directly by Resonate on Client's behalf — paid media spend, third-party tool subscriptions in Client's name, content licensing, stock imagery, freelance contributors specifically engaged for Client's project — are passed through at cost without markup and either invoiced separately or billed directly to Client's payment method, as agreed in the SOW.
Currency & method
All fees are in US Dollars (USD) unless otherwise specified. We accept payment via ACH bank transfer, credit/debit card (via third-party processor), or wire transfer. Card processing fees, if any, are passed through at cost.
Refunds & cancellation
We've designed our refund policy to be fair to both parties: you don't lose money before work has started, and we don't lose senior time after we've committed it.
Audit refunds
Before kickoff
100%
Full refund. "Kickoff" means the discovery questionnaire being sent to you, or the kickoff call being scheduled — whichever comes first.
After kickoff
Non-refundable
Senior time is committed once kickoff occurs. The audit fee becomes non-refundable regardless of whether you proceed to a retainer.
"Not a fit" exception
Up to 50%
If our diagnostic concludes the service in question isn't right for your business, we still deliver the report and may, at our discretion, refund up to 50% as goodwill.
Retainer cancellation
During the initial 6-month minimum commitment, retainer engagements may be terminated only for material breach (Section 12). Fees already invoiced for the current month are non-refundable; fees not yet invoiced are not owed.
After the 6-month minimum, retainers convert to month-to-month and may be cancelled by either party with 30 days written notice. The final month's fee is invoiced and payable in full; partial-month refunds are not provided.
Project-based work
Project work cannot be partially refunded once milestones have been delivered and accepted. Specific cancellation terms for project work are defined in the corresponding SOW.
Chargebacks
If Client initiates a chargeback for a paid invoice without first attempting to resolve the dispute with Resonate directly, Resonate reserves the right to terminate the engagement immediately and pursue collection of the disputed amount along with any associated chargeback fees.
Client obligations
Effective marketing work requires meaningful collaboration. To deliver our services, we need:
Timely access to your accounts (Google Ads, GA4, Search Console, GBP, CMS, ad platforms, etc.) within the timeframe specified in the SOW.
Reasonable response time on questions, brief approvals, content reviews, and feedback. We typically request 2–3 business day turnarounds.
Truthful and accurate information about your business, products, services, and target customers.
Compliance with applicable laws in your industry, including (where relevant) FTC guidelines, HIPAA, FDA regulations for healthcare/medical, fair-housing law for real estate, etc.
Payment of invoices on time, per Section 04.
Delays or failures by Client to meet these obligations may result in extended timelines, paused work, or termination — and Resonate is not responsible for missed targets that result from Client-side delays.
You also agree not to use our services to promote: illegal products or services, content that violates third-party intellectual property rights, deceptive or fraudulent practices, or any other use that violates applicable law.
Deliverables & intellectual property
Ownership of deliverables
Upon full payment of all fees owed for an engagement, Client owns the final deliverables produced specifically for Client during that engagement — including written content, designs, code, audit reports, ad creatives, and similar work product.
Resonate's pre-existing IP
Resonate retains ownership of all pre-existing intellectual property that we bring into engagements, including but not limited to: our methodologies, frameworks, internal templates, audit checklists, code libraries, and proprietary processes. Use of these in your engagement is licensed to you for the purposes of the work, but the underlying IP remains ours.
Third-party assets
Stock photography, fonts, plugins, software libraries, and similar third-party assets remain the property of their respective owners and are subject to their licenses. We pass through those licenses as appropriate; we do not transfer ownership we don't have.
Portfolio & case studies
Unless your SOW explicitly states otherwise (mutual NDA, white-label engagement), Resonate may reference the engagement publicly in our portfolio, case studies, and marketing materials — including aggregated, anonymized performance data. We will not disclose confidential data, proprietary business information, or non-aggregated client metrics without explicit written permission.
If payment is incomplete
If Client fails to pay invoices in full, Resonate retains ownership of all work product produced during the engagement and may revoke its use until payment is received. Client agrees to remove any work product still in use if payment is not made within 60 days of invoice.
Confidentiality
During our engagement, both parties may share information that is confidential — business plans, financial data, customer lists, technical specifications, marketing strategies, and similar non-public information.
Each party agrees to:
Use confidential information only for the purpose of the engagement, not for any other use.
Maintain reasonable security to protect confidential information from unauthorized disclosure.
Not disclose confidential information to any third party except subcontractors, employees, or contractors with a need to know who are bound by similar confidentiality obligations.
Confidentiality obligations survive termination of the engagement for a period of three (3) years after the engagement ends, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
Confidentiality does not apply to information that: (a) was publicly known at the time of disclosure or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) must be disclosed under court order or valid law-enforcement request, in which case the receiving party will notify the disclosing party (where legally permitted) so they may seek a protective order.
Warranties & disclaimers
What we warrant
Resonate warrants that:
Services will be performed in a professional and workmanlike manner consistent with industry standards.
We will not knowingly violate third-party intellectual property rights in producing deliverables.
We will use reasonable security practices to protect Client data and accounts entrusted to us.
What we do not warrant
Marketing outcomes depend on many factors outside our control — search engine algorithms, ad platform policies, market dynamics, competitor activity, Client's product-market fit, and Client's own execution. We make no guarantee of:
Specific keyword rankings, search positions, or share-of-voice levels
Specific traffic, click-through-rate, conversion-rate, or revenue numbers
Specific cost-per-acquisition, return-on-ad-spend, or customer-lifetime-value outcomes
Acceptance, approval, or non-disabling of accounts or campaigns by third-party platforms (Google, Meta, etc.)
Continued availability or pricing of third-party tools, platforms, or APIs we use to deliver services
Limitation of liability
Some jurisdictions do not allow exclusion or limitation of certain damages — in such jurisdictions, the limitations above apply to the maximum extent legally permitted.
Indemnification
Client agrees to defend, indemnify, and hold harmless Resonate, its members, contractors, and affiliates from any third-party claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from:
Content, products, or services provided by Client that are the subject of marketing work performed by Resonate
Inaccurate, misleading, or unlawful claims Client asks Resonate to publish or promote
Client's violation of applicable laws or regulations in the marketing of its business (FTC, HIPAA, FDA, state consumer protection laws, etc.)
Third-party intellectual property infringement arising from Client-provided materials (Client's logos, trademarks, copyrighted content, etc.)
Client's breach of these Terms or any SOW
Resonate will indemnify Client against third-party claims that Resonate's original work product (excluding Client-provided materials) infringes a US copyright, subject to the liability limits in Section 10.
Termination
Termination for convenience
After the initial 6-month minimum (for retainers) or upon completion of the deliverables (for project work), either party may terminate the engagement with 30 days written notice. The terminating party remains responsible for all fees accrued through the effective date of termination.
Termination for cause
Either party may terminate the engagement immediately if the other party:
Materially breaches these Terms or the applicable SOW and fails to cure the breach within 15 days of written notice
Becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets
Engages in fraudulent or illegal conduct related to the engagement
Uses Resonate's services for purposes prohibited under Section 06
Effects of termination
Upon termination:
Resonate will deliver all completed work product that has been paid for
Client will pay any outstanding fees for work performed through the termination date
Each party will return or delete confidential information received from the other party, except as needed for legal/tax records
Sections 7, 8, 9, 10, 11, and 13 survive termination
Governing law & dispute resolution
Governing law
These Terms and any engagement under them are governed by the laws of the State of Florida, USA, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Good-faith resolution
Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute through direct, good-faith negotiation for a period of at least 30 days following written notice of the dispute. Most disputes can be resolved by direct conversation; we strongly prefer this path.
Venue
If informal resolution fails, the parties agree that any legal action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Each party consents to the personal jurisdiction of such courts.
Attorneys' fees
In any legal action arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
Class action waiver
To the extent permitted by law, both parties waive any right to participate in a class action, collective action, or representative action against the other arising from these Terms.
General provisions
Independent contractor
Resonate operates as an independent contractor, not an employee, partner, joint venturer, or agent of Client. Neither party may bind the other except as expressly authorized in writing.
Subcontractors
Resonate engages 1099 contractors across its service practices to perform engagement work. All contractors are bound by confidentiality terms equivalent to those in Section 08. Resonate remains responsible to Client for the performance of work delegated to subcontractors.
Force majeure
Neither party is liable for delays or failures to perform due to causes beyond reasonable control, including: natural disasters, pandemics, war, civil unrest, government action, internet outages, or third-party platform failures (Google, Meta, etc.). Affected obligations are suspended for the duration of the event.
Assignment
Client may not assign these Terms or any SOW without Resonate's prior written consent. Resonate may assign its rights and obligations to a successor entity in connection with a merger, acquisition, or sale of substantially all of its business, with notice to Client.
Severability
If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. The unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.
No waiver
Failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.
Entire agreement
These Terms, together with any signed SOW and our Privacy Policy, constitute the entire agreement between Client and Resonate regarding the subject matter, superseding all prior or contemporaneous communications, proposals, or representations (oral or written).
Updates to these Terms
We may update these Terms from time to time. The "Last updated" date at the top reflects the latest version. For active clients, material changes affecting an existing engagement are not binding without explicit consent — your existing SOW is governed by the version of these Terms in effect when it was signed.
Contact
Questions about these Terms, or notices required under them, should be sent to:
Resonate Agency LLC
Email: hello@rsnt.agency · Subject: "Privacy Request"
Phone: +1 786 696 3876
Mailing: Available on request
For Privacy Policy questions specifically, see our Privacy Policy.
