Terms of service.

Polarity Management LLC, a New Jersey limited liability company at 101 Vera King Farris Drive, Galloway, NJ 08205, trading as The Polarity Agency at polarityagc.com. In these terms, "we" and "us" mean the Agency; "you" means the applicant or client.

Effective 30 July 2026 · Version 1.1

Capitalised text throughout this document marks provisions that materially affect your legal rights, most importantly sections 13, 14 and 18, which limit what you can recover from us and decide how disputes are handled. That formatting is legally required wherever it appears and must be preserved in any version of this document, in type no smaller or fainter than the text around it. Section 18 contains an arbitration agreement, a jury-trial waiver and a class-action waiver, and it shortens the time you have to bring a claim; you can opt out of arbitration within 30 days.

1. Who these terms bind, and when

1.1 These terms bind anyone who submits an application, signs an engagement agreement, or pays for or knowingly accepts the benefit of our services. Different sections apply at different stages: an applicant who never becomes a client is covered only by sections 4 and 10.

1.2 You accept these terms at the earliest of: submitting an application, signing or electronically accepting an engagement agreement, paying an invoice, or accepting delivery of a deliverable. If you do not accept them, do not apply, contract with us, or accept our services.

1.3 If you accept on behalf of a company, you confirm you have authority to do so. Doing that does not make you personally liable. You only personally guarantee a company's payments if you sign a separate, clearly labelled guarantee.

1.4 If our documents conflict, this order decides: a mutual NDA (on confidentiality only), then the engagement agreement, then a data processing addendum (on personal data only), then these terms. These terms govern anything the others do not address.

1.5 Sections 1–10 set out the commercial deal and sections 11–18 allocate risk. Both are part of the same bargain and neither stands without the other; we could not offer these services at these fees otherwise.

1.6 We may change these terms, but only going forward. A change that materially disadvantages an existing client takes effect at your next renewal, after at least 30 days' notice, or sooner if you accept it. You can decline and end the engagement at the end of your term at no penalty. Changes required by law or needed for security can take effect immediately. We will email you about material changes.

1.7 Headings are for navigation and do not limit the text under them. When we write "including" or "for example", the list is illustrative, never exhaustive. "Days" means calendar days unless we say business days. "In writing" includes email.

2. Some defined words

2.1 Agency parties means us and our members, managers, officers, employees, contractors, agents, affiliates and successors. They can directly enforce sections 11, 12, 13, 14, 15 and 18, and keep that right even if this document is renumbered.

2.2 Agency personnel means our principals, employees, contractors, subcontractors and vendors. We stay responsible for their work as if it were our own.

2.3 Client materials means what you give us to work with. It expressly excludes passwords, security codes and multi-factor authentication secrets; we never ask for those and you must never send them.

2.4 Deliverables means the work product we deliver. It excludes our own IP, third-party materials, and advice or analysis we never reduced to delivered work.

2.5 Fees means what you pay us for the services. For the liability cap in section 14 only, "fees actually paid" excludes taxes, expenses and money passed through us to third parties.

2.6 Expenses means third-party costs incurred for your engagement, media and advertising spend, software, stock, fonts, print and similar pass-through amounts. Expenses are not fees, and are excluded from the liability-cap base in 14.4.

2.7 Losses means claims, damages, liabilities and costs, including reasonable legal and expert fees and the cost of investigating and defending a claim.

2.8 Services means the work described in section 5. This is the only definition of "services" across all our documents, and every other document uses it.

2.9 An applicant is not a client and has no rights under these terms beyond sections 4 and 10.

2.10 These are our standard terms. They were not individually negotiated, and you are free, and encouraged, to take your own legal advice before accepting them. Where we did negotiate a particular provision with you, it is read as negotiated.

3. Our relationship

3.1 We are an independent contractor. Nothing here creates employment, a partnership, a joint venture, a franchise, or an employer–employee relationship, between us, or between you and our people.

3.2 We are specifically not: your employee or co-employer; your partner or joint venturer; your fiduciary (no duty of loyalty or care arises, except where the law imposes one and will not let us disclaim it); your "agent of record" for any media, advertising, insurance or platform purpose unless we agree in writing; an officer, director or controlling person of your business; a talent agency, employment agency, artists' manager licensed to procure employment, or advance-fee talent service; an attorney, certified public accountant, tax adviser, insurance producer, investment adviser, broker-dealer, finder or other licensed financial professional; or a lender, guarantor, escrow agent or source of capital.

3.3 Neither of us can bind the other without specific written authority. Without that, you enter third-party agreements in your own name and for your own account.

3.4 We pay our own taxes and insurance and control how and when we work, subject to agreed deadlines. Our people are not eligible for your employee benefits.

3.5 Our engagement is non-exclusive both ways. We may work with others in your category, subject to confidentiality. What you get is our capacity and attention, not category exclusivity.

3.6 If we discover a competing engagement that would materially impair our work for you, we will tell you and we will discuss in good faith whether to continue, change scope, or stop. We may keep that disclosure general to protect another client's confidentiality.

4. Applying, and how work starts

4.1 The only way to reach our services is by applying and being accepted.

4.2 Nothing before an engagement exists, an application, a discovery call, a proposal, a scope or price discussion, creates an engagement, a contract, reserved capacity, or any entitlement. Advice we offer during that process is free general commentary and should not be relied on.

4.3 An engagement begins only when both are true: we have accepted you in writing, and we have both signed or electronically accepted an engagement agreement. We may also require a first payment or deposit to clear before starting.

4.4 Before signature we may decline any applicant for any lawful reason or for no reason, without liability and without explaining. WE DO NOT DECLINE ANYONE ON THE BASIS OF RACE, COLOUR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, NATIONAL ORIGIN, AGE, DISABILITY, VETERAN STATUS, OR ANY OTHER CHARACTERISTIC PROTECTED BY LAW.

4.5 What you tell us in an application must be true, accurate and complete. We may rely on it without checking. A material inaccuracy is a material breach and lets us end the engagement for cause.

4.6 Anything in your application that is marked confidential, or that anyone would reasonably understand to be confidential, is protected under section 10 from the moment you send it, whether or not we accept you, whether or not an NDA exists, and even after we decline.

4.7 We remain free to develop and offer concepts that we came up with independently, that are generic to our field, or that do not use your confidential information.

4.8 A place on a waitlist gives you no contractual right, no reserved capacity and no priority.

5. What we do, and what we do not

5.1 We work in three areas: private operations, retained management, operational control and sensitive communication (brand and communications work only, subject to 5.8–5.16); systems, workflow audits, automation and AI implementation, and operating those systems for you; and software, products we license to you, if and when one exists. These categories are illustrative. Our obligation in any engagement is limited to the specific services and deliverables named in that engagement agreement. Anything else is out of scope.

5.1a Automated systems, and the limits of them. Where an engagement includes systems we build or operate, the following apply and they matter more than the rest of this section:

• A human gate sits in front of anything that commits you. No system we build sends a price, accepts a booking, signs anything, or moves money on your behalf without a named person on your side approving it, unless you ask us in writing to remove that gate for a specific step. If you ask, we will tell you plainly what you are taking on, and you own the outcome of that decision.
• AI output is drafted, not decided. Where a system interprets, classifies, summarises or drafts, it is a suggestion for a person to accept. These tools are probabilistic and will sometimes be wrong or sound confident while wrong. We build for that with logging, retries and fallback, and we do not represent that any automated output is accurate, complete, or fit to send unreviewed.
• We report what it did. For any system we operate, you get the measurements, response time, volumes, and failure rate, not just an invoice. If a system fails in a way that costs you, you will hear it from us first.
• Your customers’ information stays yours. Where operating a system means we handle information about the people who contact you, we handle it only to run that system for you, on your instructions. We do not use it to train models, we do not use it for our own purposes, and we do not sell it. Before any engagement of this kind begins we will put a separate written data-processing agreement in place naming exactly which providers are involved and how long anything is kept. This clause is not a substitute for that agreement.
• You can take it with you. On request at the end of an engagement we hand over the workflow configuration and your data in a usable format. We do not hold a business hostage to its own operations.

5.2 Out-of-scope work needs a written change order. If we absorb something small at no charge, that never expands scope, waives this section, or sets a precedent.

5.3 Each deliverable includes two rounds of revision based on consolidated written feedback. Further rounds are billable at our current rates.

5.4 Tell us within 7 days of delivery if a deliverable does not conform, and say specifically what is wrong. Otherwise it is treated as accepted. Being unhappy with a commercial outcome is not a valid objection.

5.5 Timelines are good-faith estimates that assume you respond on time. Time is not of the essence unless we say so. If you delay us, our obligations are excused and timelines extend day for day.

5.6 We may use subcontractors without asking you, and we stay responsible for their work. Anyone who touches your confidential information is bound at least as tightly as section 10 requires.

5.7 Either of us may record a call only with the other's advance consent, which can be given on the call itself.

5.8 Everything in 5.9–5.16 limits what we take on. It is not a disclaimer of responsibility for work we actually do.

5.9 We are not a talent or employment agency. WE DO NOT PROCURE, PROMISE, OR ATTEMPT TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR ANY ARTIST, PERFORMER OR CREATOR. Representation work is brand and communications work; you alone decide whether to pursue any opportunity that results.

5.10 Where a matter would need a talent- or employment-agency licence anywhere, we will not do it. You would need to engage a licensed agent, alongside whom we can still work within our own scope. Tell us promptly if you think something you have asked for falls into this category.

5.11 No part of any fee is charged for procuring employment, engagements, auditions or paid opportunities. We earn fees only for section 5 work actually performed.

5.12 We are not a broker-dealer, finder, investment adviser or placement agent. We do not solicit investors, negotiate securities terms, or handle investor money. NEITHER OF US MAY OFFER OR ACCEPT ANY COMMISSION, SUCCESS FEE, FINDER'S FEE, CARRY OR WARRANT TIED TO CAPITAL RAISED. Venture-support fees are flat or time-based only, and any provision to the contrary is void.

5.13 We provide no legal, tax, accounting, audit, actuarial, insurance, securities, investment, immigration or medical services.

5.14 We may write or edit marketing claims, but we never test, verify or substantiate them. Substantiation is yours under 7.4.

5.15 Apart from disclosed expense pass-throughs under 8.6, we never receive, hold, escrow or disburse your money, and we are not a payment processor, money transmitter or fiduciary for funds.

5.16 Neither of us may use the services for unlawful goods or services; securities fraud, deceptive earnings claims or unsubstantiated health claims; pyramid or multi-level structures; adult content involving minors; harassment, doxxing or targeted defamation; fake engagement, bot traffic, fabricated reviews or fabricated testimonials; or anything that breaks a platform's terms once we have identified it. Breach here is a material breach and we may end the engagement immediately.

6. Third-party platforms, materials and AI

6.1 WE ARE NOT RESPONSIBLE FOR ANY ACT, OUTAGE, POLICY OR ALGORITHM CHANGE, ACCOUNT ACTION, OR DECISION OF ANY THIRD-PARTY PLATFORM, and none of those is a breach by us. This does not excuse our own negligence in configuring, operating or directing spend on a platform, which remains subject to sections 13 and 14.

6.2 You contract directly with the platforms you use and are responsible for your own accounts, billing and compliance with their terms.

6.3 Third-party materials (fonts, stock, plugins, libraries) are licensed to you, not assigned. We will tell you the licence scope and use reasonable efforts to match your intended use. You must observe each licence and buy expanded rights if your use goes beyond what we obtained.

6.4 When we buy something from a vendor on your behalf, we act as a disclosed agent. The vendor's warranties and remedies run to you, not to us, and we will help you pass them through or enforce them at your cost.

6.5 We may use generative-AI tools, and you agree to that on four conditions. We will not put your confidential information into any tool that trains on submitted content. We review AI-assisted output and remain fully responsible for what we deliver. AI OUTPUT MAY BE INACCURATE, MAY REPRODUCE THIRD-PARTY MATERIAL, AND MAY NOT BE ELIGIBLE FOR COPYRIGHT IN SOME JURISDICTIONS, so our assignment in 9.2 transfers only the rights we actually hold. If you want no AI used, say so in writing in the engagement agreement and we will agree the effect on fees and timing.

7. Your responsibilities

7.1 These are conditions of our performance, not courtesies.

7.2 Name one authorised contact, give us what we need on time, and respond to requests for information, feedback and approval within the time set in the engagement agreement or, if none, within 5 business days.

7.3 You confirm you hold all rights, licences, consents and releases needed for us to use your materials, including any third-party content, likeness, trademark or personal data inside them.

7.4 You are solely responsible for your own legal and regulatory compliance, and for substantiating every claim you approve for publication before it is published. We may draft claims from what you tell us; we never verify them. Do not publish a claim you cannot substantiate.

7.5 You review and approve everything before it goes out. We publish only on your instruction. Your approval is your own act and your own judgment.

7.6 Give us access to your accounts only through each platform's own delegated, role-based mechanism, with the least privilege that does the job. WE DO NOT REQUEST, AND YOU MUST NEVER SEND, PASSWORDS, SECURITY CODES, RECOVERY CODES OR MULTI-FACTOR AUTHENTICATION SECRETS, by any means. If you send one anyway, we will delete it and ask you to rotate it. When the engagement ends, revoke our access.

7.7 Keep your own copies and backups. We are not an archiving service and, apart from 17.6, we have no duty to retain anything after an engagement ends.

7.8 Pay fees and expenses when they are due.

7.9 Both of us will treat the other's people with professional courtesy. Abusive, harassing, discriminatory or threatening conduct is a material breach and lets the other side terminate immediately.

7.10 While you are not meeting these obligations, our work is suspended, timelines extend day for day, fees keep accruing, and we are not liable for the resulting delay, cost or weaker outcome. Being unreachable for 30 days is a material breach.

8. Money

8.1 Unless we agree otherwise, retainer fees are invoiced monthly in advance, due on the invoice date, in US dollars, excluding taxes and expenses.

8.2 Fees pay for work, time and reserved capacity, not for outcomes. They are not refundable because a result did not happen, unless we signed an express performance-fee term.

8.3 Recurring terms renew automatically. You can cancel renewal at any time, without penalty, in writing or through self-service, and without having to speak to anyone. Notice at least 14 days before the renewal date takes effect at the end of that period; later notice applies to the following one. We will remind you before a renewal where the law requires it or the term is 6 months or longer.

8.4 We will give at least 30 days' notice of a price increase (60 where the law requires). If you do not want it, you can cancel at no penalty. Fees already paid for a term do not change mid-term.

8.5 Late amounts carry interest at the lower of 1.5% per month or the legal maximum, plus collection costs. More than 10 days overdue and we may suspend work. Raise any billing dispute with us in writing within 30 days of the invoice date before starting a chargeback; a chargeback without that is a material breach. None of this limits your card-network or consumer-protection rights.

8.6 Expenses are yours. We need your written approval before committing anything above the threshold in your engagement agreement or, if none, $250 for a single item or $1,000 in a month. Advertising and media spend must be funded in advance and stays within the parameters you approve. Pass-through amounts are not fees, are not marked up unless we disclose it, and are not refundable by us once spent with a third party.

8.7 Fees exclude sales, use, VAT, GST and digital-services taxes, which are yours, other than tax on our own income. Give us any exemption certificate you rely on.

8.8 Except where the law requires otherwise or your engagement agreement expressly says so: fees for periods already worked, and onboarding fees once started, are not refundable. If an engagement ends and neither of us is in breach, we refund prepaid fees for future periods you did not receive; if we end it for convenience, we refund pro rata. We do not refund because a commercial result did not occur. For defective work, your remedy is re-performance under 13.2.

8.9 We take no undisclosed commission on your spend. If we receive a rebate or credit attributable to it, we will tell you and credit it to you unless we agree otherwise in writing. We disclose material affiliate or referral relationships when we make the recommendation.

8.10 You may not set off or withhold amounts from fees, except sums we have agreed in writing or that have been finally awarded to you.

9. Who owns what

9.1 You own your materials. You grant us a non-exclusive, worldwide, royalty-free licence to use them solely to perform the services and produce deliverables, plus the limited archival and portfolio use in 9.5 and 9.6.

9.2 Ownership of a deliverable transfers to you when you have paid for it in full (excluding our IP and third-party materials). UNTIL FULL PAYMENT, NO OWNERSHIP PASSES AND YOU HAVE NO LICENCE TO USE, PUBLISH OR EXPLOIT IT.

9.3 Our methodologies, frameworks, models, processes, know-how, checklists, prompts and prompt libraries, workflow architectures, automation logic, templates, component libraries, code, tools, training materials, research, and pre-existing or independently developed works stay ours, including anything we refine while working with you, and are never a deliverable. Where our IP is embedded in a deliverable you have paid for, you get a perpetual licence to use it internally and commercially. THAT LICENCE DOES NOT LET YOU EXTRACT, RESELL, SUBLICENSE OR PACKAGE OUR IP AS A STANDALONE PRODUCT, OR USE IT TO BUILD A COMPETING OFFERING.

9.4 Both of us may use the general skill and knowledge our people retain. That never permits use or disclosure of the other's confidential information.

9.5 We may use your feedback and suggestions freely, but never in a way that discloses your confidential information or identifies you without consent.

9.6 Portfolio and publicity, consent required. Only with your prior written consent, which you may withhold and may withdraw at any time, may we identify you by name or logo or show non-confidential deliverables in our portfolio, case studies, website or marketing. We never disclose your confidential information, non-public financials or unreleased work without separate consent. If you withdraw consent, we stop new uses immediately and remove existing uses from properties we control within 30 days. We cannot recall printed material already distributed or third-party archives.

9.7 We waive, and will obtain our people's waiver of, moral rights in deliverables in your favour, as far as the law allows. Where such a waiver is not permitted, we will not assert those rights in any way that would impair your permitted use.

9.8 If an engagement ends because you did not pay or were in material breach, licences and assignments for unpaid deliverables never take effect, and you must stop using them and, if we ask, delete or return them.

10. Confidentiality

10.1 Confidentiality runs both ways. It attaches to an applicant from the moment they apply and to a client from first disclosure, whether or not an NDA exists.

10.2 Confidential information means non-public information marked confidential or that anyone would reasonably understand to be confidential, including business plans, strategy, roadmaps, financials, pricing, margins, unreleased work, our methodologies and IP, and the existence and terms of an engagement agreement.

10.3 Whoever receives it must use it only to perform or evaluate the services, disclose it only to people who need it and are bound at least as tightly, protect it with at least the same care it uses for its own confidential information of like importance and never less than reasonable care, and promptly report and help contain any unauthorised use.

10.4 We will not disclose your confidential information to another client, prospect, platform, brand, journalist or investor, and we will not use it for another client's benefit, except under 10.5 or with your written consent.

10.5 Confidential information does not include what the recipient can show, by contemporaneous written record, it already lawfully held without any duty of confidence before we disclosed it; was or became public through no act or omission of the recipient; was lawfully received from a third party that owed no duty of confidence; or was independently developed without any use of, or reference to, the other party's confidential information.

10.6 If the law compels disclosure, we will give prompt notice where permitted, cooperate at the disclosing party's cost in seeking protection, and disclose only what is required. Nothing here stops either of us, or any individual, from reporting a suspected legal violation to a government agency or making any disclosure protected by whistleblower law, and no notice to the other party is required to do so.

10.7 Obligations last 5 years from disclosure or 3 years from the end of the engagement, whichever is later. Applicant information is protected for 3 years from submission. TRADE SECRETS STAY PROTECTED FOR AS LONG AS THEY REMAIN TRADE SECRETS UNDER THE LAW.

10.8 On request after an engagement ends, or after we decline an applicant, we will return or destroy confidential information within 30 days and confirm in writing, except routine backups until they are deleted in the ordinary course, and one copy kept by counsel or in engagement files for legal purposes.

10.9 Disclosing confidential information grants no licence beyond what is expressly stated, and neither of us warrants that what we disclose is accurate or complete.

10.10 A breach of this section can cause irreparable harm, so either of us may seek an injunction without posting a bond. THE MONETARY CAP IN 14.4 DOES NOT APPLY TO A BREACH OF THIS SECTION.

10.11 A separate mutual NDA is available on request and, where signed, controls over this section to the extent they conflict.

10.12 Where the law requires a written data-processing agreement, we will sign our data processing addendum, which then forms part of the engagement agreement. We never sell or share your personal data, process only on your documented instructions, bind subprocessors equivalently, and help you meet data-subject and breach obligations.

11. No guarantee of results

11.1 WE DO NOT GUARANTEE, PROMISE OR WARRANT ANY BUSINESS, FINANCIAL, CREATIVE, REPUTATIONAL OR AUDIENCE RESULT OF ANY KIND. That covers every kind of outcome without exception, revenue, growth, audience, engagement, search or AI visibility, press, partnerships, funding, brand perception, operational improvement and business continuity among them. You must not rely on any expectation of a result.

11.2 Projections, forecasts, case studies and testimonials are illustrative only. RESULTS WE OR ANOTHER CLIENT ACHIEVED BEFORE PREDICT NOTHING FOR YOU, and individual results vary materially.

11.3 No informal statement, a chat, a DM, a pitch, a sales call, an advertisement, is ever a guarantee. A GUARANTEE BINDS US ONLY IF IT IS WRITTEN INTO A SIGNED ENGAGEMENT AGREEMENT OR AMENDMENT AND EXPRESSLY LABELLED A GUARANTEE. Nobody else here can give one. NOTHING IN THIS SECTION EXCUSES A KNOWINGLY FALSE STATEMENT OF FACT OR LIMITS ANY REMEDY FOR FRAUD.

11.4 Our obligation is to do the work professionally to the standard in 13.1, not to produce a particular result. Meeting that standard is full performance, whatever the commercial outcome.

11.5 Commercial results depend mostly on your own decisions, execution and capital, and on market, competitive and third-party forces. WE DO NOT AND CANNOT CONTROL THOSE.

12. Who decides what

12.1 THIS SECTION IS THE CENTRAL ALLOCATION OF RESPONSIBILITY BETWEEN US AND IS A MATERIAL REASON WE CAN OFFER THESE SERVICES AT THESE FEES.

12.2 We advise, assist and execute defined work. WE DO NOT OPERATE, MANAGE, DIRECT OR CONTROL YOUR BUSINESS.

12.3 You keep sole and non-delegable authority over, and make the final decision on, each of these: the direction of your business; whether to accept, reject or modify any recommendation we give; pricing; your products and how they are delivered; capital and finance; staffing; your legal and regulatory compliance; whether to publish anything; whether to enter any third-party deal; your platform relationships; your insurance and risk management; and whether to continue the engagement.

12.4 YOU BEAR THE ENTIRE RISK OF YOUR OWN BUSINESS RESULTS, INCLUDING ANY DOWNTURN, LOST REVENUE, LOST OPPORTUNITY, LOST FUNDING, REPUTATIONAL SETBACK OR BUSINESS FAILURE. You irrevocably waive any claim founded solely on the argument that your business would have done better had we advised or executed differently, provided we met the 13.1 standard.

12.5 You confirm you will use your own independent business judgment before acting on any recommendation, and that you do not rely on us as a substitute for it or for professional advice.

12.6 This section allocates responsibility for business outcomes only. It never excuses our own negligent, reckless or intentionally wrongful acts, a breach of section 10, or any liability that cannot be limited.

13. What we warrant, and your remedy

13.1 We warrant that we will perform professionally and in a workmanlike manner; that deliverables will materially conform to the scope in the engagement agreement; that our people have the skill to do the work; that we have authority to contract and to grant the rights in section 9; and that, to our knowledge, deliverables as we create and deliver them do not infringe third-party IP, excluding your materials, excluding third-party materials, and excluding any modification made by or for you. THIS IS A WARRANTY ABOUT HOW THE WORK IS DONE. IT IS NOT A WARRANTY ABOUT WHAT THE WORK PRODUCES, SECTION 11 GOVERNS RESULTS.

13.2 Tell us in writing within 30 days of delivery (or of month-end for continuing services) about a specific breach of 13.1, and we will re-perform, correct or replace at no charge. If we cannot put it right in good faith, you may end that part of the engagement and receive a refund for it. RE-PERFORMANCE, CORRECTION AND ANY SUCH REFUND ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF 13.1. If that remedy fails of its essential purpose, recovery falls back to section 14.

13.3 APART FROM 13.1, EVERYTHING IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ANY PURPOSE NOT EXPRESSLY STATED IN THE ENGAGEMENT AGREEMENT, TITLE, NON-INFRINGEMENT (EXCEPT AS STATED IN 13.1), ACCURACY, QUIET ENJOYMENT, OR THAT ANYTHING WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR COMPATIBLE.

13.4 NO WARRANTY COVERS: the acts, availability, policies or decisions of any third-party platform; the accuracy of third-party data or metrics; the output of any generative-AI tool; results in the market; your own legal compliance; or the tax or legal consequences of your own decisions.

13.5 You warrant that you have authority to contract, that your section 7 representations are true, and that your use of deliverables will be lawful and within licence.

13.6 THESE EXCLUSIONS APPLY ONLY AS FAR AS THE LAW APPLICABLE TO YOU ALLOWS. Nothing here removes a statutory right you cannot waive.

14. Limits on liability

14.1 THE FEES WOULD BE MATERIALLY HIGHER WITHOUT THIS SECTION.

14.2 NEITHER PARTY, AND NO AGENCY PARTY, IS LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS INTERRUPTION, ON ANY LEGAL THEORY, EVEN IF WARNED AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. This exclusion does not apply to your payment obligations, to either party's indemnity obligations under section 15, or to a breach of section 10.

14.3 NO AGENCY PARTY IS LIABLE FOR ANY DECLINE IN YOUR BUSINESS, ANY MISSED RESULT, ANY LOST RELATIONSHIP OR ANY BUSINESS FAILURE where we performed to the 13.1 standard.

14.4 OUR TOTAL AGGREGATE LIABILITY, ACROSS ALL AGENCY PARTIES AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (a) THE FEES YOU ACTUALLY PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) US$5,000.

14.5 SEPARATELY FROM 14.4, WE ARE LIABLE FOR DIRECT LOSSES CAUSED BY OUR OWN NEGLIGENT MISDIRECTION, MISALLOCATION, DUPLICATION OR UNAUTHORISED PLACEMENT OF PASS-THROUGH SPEND, UP TO THE LESSER OF THE AMOUNT MISDIRECTED OR THE TOTAL PASS-THROUGH SPEND WE PLACED IN THE PRECEDING 3 MONTHS. We are never liable for the commercial results that spend might have produced.

14.6 THESE LIMITS DO NOT APPLY TO: (a) FRAUD, FRAUDULENT MISREPRESENTATION OR WILFUL MISCONDUCT; (b) GROSS NEGLIGENCE; (c) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (d) A BREACH OF SECTION 10; (e) INDEMNIFICATION OBLIGATIONS; (f) YOUR PAYMENT OBLIGATIONS; (g) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY; OR (h) ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

14.7 Multiple claims never raise these caps. They are aggregate across all agency parties and all engagement agreements between us, and payment by one agency party reduces what remains available against the others.

14.8 You acknowledge that our fees were set in reliance on this allocation, that it is commercially reasonable, and that it survives even if a limited remedy fails of its essential purpose.

14.9 WHERE THE LAW DOES NOT PERMIT A PARTICULAR LIMITATION, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT THE LAW ALLOWS, and the rest of this section still applies.

15. Indemnities

15.1 You will defend and indemnify the agency parties against losses from third-party claims arising out of: your materials infringing IP or privacy rights; your products, services or business operations; a marketing claim you supplied proving false or unsubstantiated; your violation of law or of a platform's terms; your breach of these terms, including sections 7 and 10; any decision reserved to you under 12.3; any third-party deal you enter; or use of a deliverable in a way we did not authorise.

15.2 We will defend and indemnify you against third-party claims that a deliverable, as we created and delivered it, infringes copyright or trademark, and against claims arising from our own breach of section 10 or our gross negligence or wilful misconduct. ONLY THE INFRINGEMENT INDEMNITY IS SUBJECT TO THE CAP IN 14.4; THE OTHER TWO ARE NOT.

15.3 If a deliverable is challenged as infringing, we may at our own cost obtain the right to keep using it, replace or modify it so it does not infringe, or, if neither is reasonable, require you to stop using it and refund the fees for it. That is your sole and exclusive remedy for third-party infringement by a deliverable, alongside the indemnity in 15.2.

15.4 To claim an indemnity, give prompt notice (delay only excuses us to the extent it actually prejudices us), let the indemnifying party control the defence and settlement, and cooperate reasonably. No settlement that imposes a non-indemnified liability, an admission of wrongdoing, or a non-monetary obligation on the other party may be made without that party's written consent. Either of us may join the defence with our own counsel at our own expense.

15.5 Each of us carries our own appropriate insurance. Maintaining adequate general liability, media, product and cyber cover for your business is one of the decisions reserved to you under 12.3.

16. We are not your lawyer, accountant or adviser

16.1 NO PART OF THE SERVICES OR DELIVERABLES IS LEGAL, TAX, ACCOUNTING, AUDIT, INSURANCE, SECURITIES, INVESTMENT, IMMIGRATION, MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE, and none may be relied on as such.

16.2 No privileged relationship is created, and no communication with us is privileged.

16.3 Any legal, tax or regulatory comment we make is general commercial commentary. IT IS NOT TAILORED TO YOU, IS NOT A SUBSTITUTE FOR A LICENSED PROFESSIONAL, AND MAY BE INCOMPLETE OR OUT OF DATE.

16.4 Get your own licensed advice before any legally or financially consequential step. PROCEEDING WITHOUT IT IS YOUR OWN DECISION AND YOUR OWN RISK.

16.5 A referral is a courtesy. We do not endorse, supervise or take responsibility for anyone we refer you to, and we disclose any referral fee when we make the referral.

16.6 Nothing we provide is a recommendation to buy, sell or hold any security or asset, or an opinion on valuation.

17. Suspension, termination and what survives

17.1 These terms run from the earlier of your application or your engagement agreement until all engagements end, subject to 17.7.

17.2 We may suspend work on written notice if payment is more than 10 days overdue, if your conduct risks a legal or platform violation, if you are unreachable for 15 consecutive days in a way that prevents performance, or where security or legal risk requires it. Suspension does not excuse amounts already accrued, fees continue, and we lift it once the cause is cured.

17.3 Either of us may terminate for cause on an uncured material breach after 10 days' notice, with no cure period for a breach of 5.16, 7.9 or section 10, or for non-payment more than 30 days overdue, or on insolvency or bankruptcy not dismissed within 60 days, or on fraud, illegality, or other conduct that in the terminating party's reasonable judgment exposes it to material legal, regulatory or reputational harm.

17.4 Either of us may terminate for convenience on 30 days' notice. Where a minimum term applies, your convenience termination takes effect at the end of it, and the remaining minimum-term fees stay payable as a negotiated allocation of reserved capacity, not a penalty. You can still decline renewal under 8.3, or walk away at no penalty after rejecting an amendment (1.6) or a price increase (8.4).

17.5 On termination: accrued fees fall due immediately; we hand over paid-for deliverables and work in progress (and the rest on payment); both of us stop using the other's confidential information; you revoke our account access; only fully vested section 9 licences survive; and we will give a reasonable handover over a period not exceeding 15 business days, with anything beyond that billable at our current rates.

17.6 We keep your materials and deliverables for 90 days after termination so you can retrieve them, and may delete them after that. Retrieving what you need within that window is your responsibility.

17.7 These survive termination: sections 2, 3.2, 3.3, 5.8–5.16, 6.3, 6.5, 7.3–7.5, 8 (to the extent of amounts already accrued), 9, 10, 11, 12, 13, 14, 15, 16, 17.5–17.7, 18 and 19, together with anything else that by its nature is meant to survive.

18. Disputes

18.1 READ THIS SECTION. IT REQUIRES BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS ACTION, AND SHORTENS THE TIME IN WHICH YOU CAN BRING A CLAIM. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS.

18.2 New Jersey law governs; the Federal Arbitration Act governs arbitration. NOTHING HERE DEPRIVES YOU OF ANY MANDATORY CONSUMER-PROTECTION OR OTHER NON-WAIVABLE LAW WHERE YOU LIVE. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.3 Before arbitration, send us a written notice of dispute and talk with us in good faith, including one live call if either of us asks, for 30 days. This is a condition precedent to arbitration and pauses any limitation period while it runs. It does not apply to an emergency injunction.

18.4 Disputes we cannot resolve go to final, binding arbitration before a single arbitrator administered by the American Arbitration Association, under its Consumer Rules for an individual and its Commercial Rules otherwise. The arbitrator can award anything a court could award you individually, subject to section 14 and 18.6.

18.5 FOR ANY CLAIM UNDER US$75,000, WE WILL PAY ALL AAA FILING, ADMINISTRATIVE AND ARBITRATOR FEES ABOVE WHAT IT WOULD HAVE COST YOU TO FILE THE SAME CLAIM IN YOUR NEAREST COURT, unless the arbitrator finds the claim frivolous or brought for an improper purpose. You choose whether it proceeds on documents, by phone or in person. Each of us pays our own legal fees. If the arbitrator or a court finds the cost split still makes the forum inaccessible to you, we will pay the shortfall.

18.6 ALL CLAIMS PROCEED INDIVIDUALLY. NO CLASS, COLLECTIVE OR REPRESENTATIVE ARBITRATION. THIS WAIVER IS NOT SEVERABLE FROM 18.4: IF A COURT FINDS IT UNENFORCEABLE AS TO ANY CLAIM, THE AGREEMENT TO ARBITRATE IS VOID AS TO THAT CLAIM ONLY, WHICH THEN PROCEEDS IN COURT, WHILE OTHER CLAIMS REMAIN IN ARBITRATION. Non-waivable public-injunctive and qui tam rights are unaffected.

18.7 Either of us may still bring a qualifying claim in small-claims court, or seek emergency injunctive relief in court to stop actual or threatened IP infringement or a breach of section 10, without waiving the right to arbitrate the merits.

18.8 The arbitrator decides questions about this section's interpretation, enforceability and formation, except that a court decides whether the small-claims carve-out applies.

18.9 Claims that are not arbitrable go to the state or federal courts of New Jersey, WITH A JURY-TRIAL WAIVER. WHERE A PRE-DISPUTE JURY WAIVER IS UNENFORCEABLE (INCLUDING IN CALIFORNIA AND GEORGIA), the dispute instead goes to general judicial reference to a single referee under California Code of Civil Procedure sections 638 and 644(a) or the local equivalent; if that is unavailable, trial proceeds without a jury as far as the law allows, and otherwise by jury.

18.10 YOU MAY OPT OUT OF 18.4 THROUGH 18.6 by emailing us with the subject line "ARBITRATION OPT-OUT" within 30 days of first accepting these terms, giving your name, email and a clear statement that you are opting out. Opting out never affects your application, your engagement or your fees, and is never held against you. You remain bound by 18.2, 18.3 and 18.9.

18.11 If 25 or more substantially similar demands are filed by or with a coordinated group, we will both cooperate with the AAA to sequence them in batches of up to 50, with limitation periods paused for cases waiting on a batch.

18.12 ANY CLAIM MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CLAIMANT KNEW OR SHOULD HAVE KNOWN THE FACTS, OR IT IS PERMANENTLY BARRED. This applies to both of us equally. It does not apply to claims for unpaid fees or expenses, to fraud, wilful misconduct or bodily injury, to misappropriation of trade secrets or infringement of intellectual property, or to any claim the law does not allow to be shortened.

18.13 Both of us keep performing while a dispute is pending, except in a non-payment dispute or where continuing would be unlawful.

19. General

19.1 These terms, your engagement agreement, and any mutual NDA or data processing addendum are the entire agreement and replace everything discussed before. Neither of us relied on anything not written down. NOTHING IN THIS SECTION LIMITS ANY LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

19.2 Conflicts rank as set out in 1.4. A clause in an engagement agreement overrides these terms only if it says so expressly and identifies, by number, the section it varies.

19.3 If a provision is invalid, it is narrowed to the minimum necessary or severed, and the rest survives. THE ONE EXCEPTION IS THE CLASS-ACTION WAIVER IN 18.6, WHICH IS NOT SEVERABLE FROM 18.4 AND IS GOVERNED ONLY BY ITS OWN TERMS.

19.4 Delay in exercising a right is not a waiver. A waiver counts only if written, signed, and limited to the instance it names.

19.5 Neither of us is liable for delay caused by events beyond our control, but this never excuses payment. The affected party will give prompt notice and try to resume. If such an event lasts more than 60 consecutive days, either of us may end the affected engagement, and we will refund prepaid fees for work not performed.

19.6 Neither of us may assign these terms without the other's consent, not to be unreasonably withheld, EXCEPT THAT EITHER MAY ASSIGN WITHOUT CONSENT TO A SUCCESSOR IN A MERGER, REORGANISATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS OR EQUITY. Any other assignment is void. Subcontracting under 5.6 is not an assignment.

19.7 Notices take effect on personal delivery, one business day after overnight courier, or the same day by email if it does not bounce. Notices of termination or breach, indemnity claims, and notices of dispute under 18.3 must go by both email and courier or personal delivery.

19.8 Only agency parties are third-party beneficiaries. Cross-references mean the section as published on the effective date. IF THIS DOCUMENT IS RENUMBERED, REORGANISED OR COMBINED WITH OTHERS, EVERY CROSS-REFERENCE IS READ AS A REFERENCE TO THE PROVISION COVERING THE SAME SUBJECT, IDENTIFIED BY ITS HEADING, so no right is lost to renumbering.

19.9 NOTHING HERE RESTRICTS YOUR RIGHT TO PUBLISH AN HONEST REVIEW, RATING OR OPINION ABOUT US, AND WE WILL NEVER REQUEST OR ENFORCE ANY SUCH RESTRICTION. Any provision purporting to do so is void. All we ask is that you do not knowingly publish a false statement of fact or disclose confidential information. Nothing here limits either of us under the law of defamation or trade libel as to knowingly false statements of fact.

19.10 For 12 months after an engagement ends, neither of us will target-solicit the other's people who worked materially on it. General recruiting, someone applying on their own initiative, and any individual's right to seek work are all untouched. THIS DOES NOT APPLY, AND WE WILL NOT SEEK TO ENFORCE IT, WHERE THE LAW PROHIBITS SUCH A RESTRAINT, INCLUDING UNDER CALIFORNIA BUSINESS AND PROFESSIONS CODE SECTION 16600.

19.11 Nothing stops you engaging any other agency or provider, at any time, for any purpose.

19.12 We both consent to transacting electronically. Electronic signatures, acceptances and counterparts are valid, and electronic records satisfy any legal requirement that something be in writing.

19.13 Each of us confirms we are not based in a sanctioned jurisdiction and are not a party prohibited under sanctions or export-control law.

19.14 Your use of this website is governed by these terms and our privacy notice. If the privacy notice and 10.12 conflict over processing your personal data, the data processing addendum controls, then 10.12, then the privacy notice.

19.15 Each of us will sign any further documents reasonably needed to give these terms full effect.

19.16 Questions, notices, opt-outs, publicity elections under 9.6 and NDA requests all go to inquiries@polarityagc.com.

20. Your acknowledgement

BY SUBMITTING AN APPLICATION, SIGNING OR ELECTRONICALLY ACCEPTING AN ENGAGEMENT AGREEMENT, PAYING AN INVOICE, OR ACCEPTING DELIVERY OF A DELIVERABLE, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS IN FULL, INCLUDING SECTION 11 (NO GUARANTEE OF RESULTS), SECTION 12 (WHO DECIDES WHAT), SECTION 13 (WARRANTY AND EXCLUSIVE REMEDY), SECTION 14 (LIMITS ON LIABILITY), SECTION 15 (INDEMNITIES), SECTION 16 (NO PROFESSIONAL ADVICE) AND SECTION 18 (DISPUTES, ARBITRATION AND WAIVERS), AND THAT YOU AGREE TO BE BOUND BY THEM.