Terms & Conditions

One Wheel Marketing LLC — Terms of Service

Last updated: April 28, 2026

Acceptance

By paying invoices, subscribing, onboarding, approving proposals, purchasing BuildCredits, or using services, you accept these Terms and all linked sections.

Month-to-Month Services

Services are month-to-month unless otherwise agreed. 

Either party may cancel all or part of services with 60 days, defined as two full calendar months’ written notice.

Cancellation may apply to specific services, assets, locations, campaigns, or platforms. Remaining services continue.

Payment and Prepayment

Services are prepaid unless otherwise agreed.

Recurring services are billed monthly in advance. Projects, BuildCredits, and third-party costs may require payment before work begins.

If payment is not received when due, services may be paused or suspended immediately, including during any notice period.

Prepayment secures availability. It does not prevent suspension.

One Wheel does not cover third-party costs. Unpaid costs may result in suspension or termination.

Work, services, and infrastructure may remain paused until payment is brought current.

Invoice disputes must be submitted in writing within 7 days of the invoice date and must identify the disputed item and reason. Undisputed amounts remain due and payable.

Services Overview

Each service category serves a distinct role:

• Command Center maintains infrastructure, access, and system stability

• Strategy Engine defines direction and priorities

• Build creates and improves marketing assets and capabilities

• Activate executes and optimizes live campaigns and active channels

Services include only what is defined in scope, subscription, or agreement.

Scope and Change Control

Work is performed based on defined scope or documented service configuration.

Requests outside scope may require additional fees, BuildCredits, or revised scope.

Build work may be iterative and completed using available BuildCredits. Larger changes may require separate scope or additional credits.

Recurring services may adjust if scope expands.

Estimates are planning tools unless defined as fixed scope.

Work may pause pending approval if requests exceed scope, credits, or service level.

Communication and Approvals

Communication and approvals may occur through email, tickets, messaging platforms, meetings, or other agreed channels.

Instructions and approvals through these channels are valid.

Verbal direction or approvals will be considered valid when reasonably documented by One Wheel in follow-up communication. Lack of objection within a reasonable timeframe may be treated as acceptance.

The Client designates decision-makers and provides timely communication.

Delays in feedback or approvals may affect timelines, delivery, and performance.

If the Client does not respond, One Wheel may proceed based on prior direction or reasonable judgment.

Approvals constitute acceptance at that stage. Additional changes require additional scope or fees.

Previously approved work will not be reworked without additional scope or fees.

Client Responsibilities

The Client is responsible for:

• accurate information, access, and credentials

• approvals, feedback, and decisions

• defining objectives and priorities

• compliance with laws and claims

• maintaining platform ownership and control

Marketing outcomes depend on factors outside One Wheel’s control, including market conditions, competition, pricing, internal operations, and responsiveness.

Impacts to timelines, delivery, or performance caused by delays, restricted access, or changes in direction are not the responsibility of One Wheel.

The Client retains responsibility for business decisions and resulting outcomes.

No Guaranteed Outcomes

Services are delivered with professional care and according to scope.

Specific marketing or business outcomes are not guaranteed, including revenue, leads, conversions, rankings, performance metrics, or efficiencies.

Ownership

You retain ownership of your brand, data, and finished deliverables upon full payment for the applicable work.

Ownership applies to final delivered work. Underlying systems, methods, working files, and internal materials remain the property of One Wheel unless transferred through a separate agreement.

Confidentiality

Both parties protect confidential information and use it only for service-related purposes, subject to standard legal exceptions.

Third-Party Platforms

One Wheel manages but does not control third-party platforms.

Platform availability, performance, policies, and data practices are outside One Wheel’s control.

Infrastructure services, including hosting, are governed by separate Hosting Terms.

Service Suspension

Services may be paused or limited if payments are not made, access is not provided, scope is exceeded, or risk arises.

Suspension may include stopping work, delaying delivery, or disabling services.

Suspension may occur without advance notice when necessary to protect systems, security, or compliance.

Values and Conduct

Clients are expected to operate in good faith with respect and ethical practices.

Services may be suspended or terminated for abusive behavior, unlawful or deceptive requests, repeated disregard of process, or material legal, reputational, or operational risk.

Where possible, notice and opportunity to resolve will be provided.

Indemnification

The Client agrees to indemnify and hold One Wheel harmless from claims arising from materials, instructions, or content provided by the Client.

One Wheel agrees to indemnify the Client against claims that delivered work, in its final form, infringes the intellectual property rights of a third party, excluding claims arising from Client-provided materials, third-party platforms, or modifications outside One Wheel’s control.

Limitation of Liability

Liability is limited to fees paid in the three months preceding a claim.

Indirect or consequential damages are not covered.

Force Majeure

Delays caused by events outside reasonable control are not the responsibility of One Wheel.

Independent Contractor

One Wheel operates as an independent contractor and is not a fiduciary or partner.

Subcontractors and Partners

One Wheel may use subcontractors, partners, or third-party providers to deliver services.

One Wheel remains responsible for coordination of these services.

Assignment

The Client may not assign this agreement without written consent, which will not be unreasonably withheld.

One Wheel may assign this agreement in connection with a merger, sale, or restructuring.

Dispute Resolution

Disputes begin with good-faith discussion.

If unresolved within 30 days, both parties agree to participate in mediation in good faith before litigation, except for urgent matters.

Attorneys’ Fees

The prevailing party may recover reasonable legal fees.

Entire Agreement

These Terms, together with referenced documents, proposals, and service agreements, constitute the entire agreement between the parties.

Changes

Terms may be updated by posting a revised version.

Where changes are material, One Wheel may provide notice through email, invoice, or other communication channels.

Continued use of services or payment after the effective date constitutes acceptance.

Service Terms

BuildCredits
Prepaid production capacity used for projects, improvements, and iterative work. BuildCredits represent production capacity, not guaranteed deliverables unless defined in writing. Work is deducted as used and may pause when credits are exhausted. Credits expire after the current month plus three months. Unused BuildCredits are non-refundable unless otherwise agreed.

Service Dependencies

Cancellation of one service may require adjustment or discontinuation of dependent services.

Intellectual Property & Deliverables

Finished deliverables transfer upon payment.

Working files, systems, and methods remain One Wheel property unless transferred separately.

Transfer of working files, systems, or underlying materials may require additional scope, fees, or technical limitations.

One Wheel will provide reasonable access to delivered work in its final form.

Third-party materials remain subject to their licenses.

Data, Credentials & Privacy

Credentials are stored securely with role-based access.

Clients maintain administrative access to their platforms.

Client-controlled tools, including AI systems, are the Client’s responsibility for configuration and data settings.

One Wheel does not act as a data controller for Client business operations.

One Wheel is not responsible for loss of access resulting from client-controlled changes, platform policies, or third-party actions.

Client-identifiable data is not used for external model training without approval.

Data, configurations, and credentials may be removed or deleted in the normal course of business after services end.

Offboarding

Cancellation

Services may be cancelled with 60 days’ notice.

Access vs Work

Access to client-owned platforms will not be unreasonably withheld.

Access does not include migration, documentation, or transition work. Transition work is billable.

Transition work includes effort required to transfer, document, recreate, or coordinate systems or assets.

Outstanding balances must be resolved before completion of transition work.

Transition

Support is provided within scope. Outcomes after transfer are not guaranteed.

Default Closure

If the Client does not respond, closure may proceed using reasonable judgment.

Reasonable effort will be made to obtain direction before doing so.

Billing

Billing will not be extended unreasonably where access can be verified without further client action.

Authority

Instructions are accepted only from the Client or an authorized representative.

Hosting Terms

Hosting environments may include shared or dedicated infrastructure.

Shared hosting is a standard model with tradeoffs.

No hosting environment is free from vulnerabilities.

Hosting configurations are provided based on commercially reasonable standards and may not meet all enterprise or regulatory requirements unless expressly agreed.

The Client is responsible for selecting or approving the hosting environment appropriate for their requirements.

Hosting services depend on third-party infrastructure and are subject to their availability and policies.

If hosting fees are not paid, services may be suspended or terminated after reasonable notice.

One Wheel is not responsible for maintaining hosting at its own expense.