Talexy /Terms of Service

These Terms of Service ("Terms") govern every Program Agreement between Talexy LLC, 8 The Green St, Suite B, Dover, DE 19901 ("Agency") and the client identified in that Program Agreement ("Client"). Each Program Agreement incorporates these Terms by reference and specifies the communities, Program, scope, pricing, and commitment for the engagement. Together, a Program Agreement and these Terms form the agreement between the parties (the "Agreement").

The Client retains the Agency to build, launch and manage digital marketing systems for the Client's portfolio of senior living communities. The goal of these services is to generate qualified leads, tours, and move-ins.

A Program Agreement is accepted and takes effect when the Client signs it, remits the first cycle fee or prepaid amount described in it, or participates in the onboarding meeting, whichever comes first. Projections, timelines, and performance estimates contained in any Program Agreement, proposal, or other communication are illustrative and do not constitute guarantees. The disclaimers and limitations in these Terms apply to all services delivered under any Program Agreement.

Business Use. The Client represents that it is purchasing the services solely for business purposes. The Agreement is a business-to-business commercial transaction. To the fullest extent permitted by law, the Client waives any cooling-off, rescission, or consumer-protection rights that apply only to consumer transactions.

The Agency provides digital marketing services for senior living communities, including website, paid advertising, search and AI visibility, business profile, content, review, and tracking services. The specific services included in the Client's Program, the parts that require the Client's participation, and the Build are set out in the Program Agreement. Anything not listed in the Program Agreement is not included. Section 6 describes what happens when the Client's side is delayed.

Commencement. Billing begins when the Program Agreement is accepted.

Program Fees. The Program Agreement specifies a Program of a stated number of consecutive cycles at the Program rate. On completion of the Program, the engagement continues automatically in 28-day cycles at the Standing rate stated in the Program Agreement until cancelled under Section 5. The per-cycle management fee covers the services described in the applicable Program Agreement. The per-cycle schedule is a payment schedule for the full Program fee, which is due whether paid per cycle or in full. Non-use or reduced use of the services does not reduce or excuse payment obligations. The Agency may adjust the Standing rate on 28 days' written notice; an adjustment takes effect at the first cycle beginning after the notice period.

Prepaid Program. If the Client elects to prepay the Program at the prepaid amount stated in the Program Agreement, the prepaid amount is due within 28 days of the Effective Date. Prepaid fees are non-refundable after the Onboarding Refund window in Section 5, and no portion is refunded for unused cycles if the Client cancels during the Program. Refunds under Section 7 still apply; for a Prepaid Program, the cycle management fee for that purpose is the prepaid amount divided by the number of Program cycles.

Startup Fees. A Program Agreement may specify a one-time startup fee covering setup of all applicable services for the community or communities engaged.

Ad Spend Threshold. The management fee covers ad spend up to the amount per cycle stated in the Program Agreement. If total ad spend in a cycle exceeds that amount, an additional fee of 15% of the ad spend above it is charged for that cycle.

Billing Schedule. Cycles are billed on 4-week (28-day) intervals. Each cycle is billed in full in advance. Fees are not prorated for partial cycles; if services extend even one day into a new cycle, the full cycle fee applies. Adjustments to management fees specified in a Program Agreement, including performance-based adjustments, may result in retroactive charges or credits as described in that Program Agreement.

Payment Method. All recurring fees (startup, management, ad spend, and overage) are paid by automatic ACH bank debit on the due date through the Agency's payment processor. The Client authorizes the Agency to initiate these charges automatically as a condition of engagement. ACH is the only accepted payment method for recurring fees. The Client is responsible for the payment processor's ACH fee of 1% per transaction, which will be added to the invoiced amount. For Clients with five (5) or more active communities under the Agreement, the Agency may, at its sole discretion, consider alternative payment arrangements. Any alternative method must be automatic and digital; physical checks and credit cards are not accepted. The Client authorizes the Agency to retry a failed debit up to 3 times over 10 business days and to charge any other payment method the Client has provided. Returned-payment fees charged by the processor are the Client's responsibility.

Ad Spend Funding. Ad spend may be funded in one of two ways:

1. Client-Funded: The Client funds ad spend directly using the Client's own payment method on the advertising platform.
2. Agency-Funded: The Client prepays ad spend to the Agency, and the Agency purchases media on the Client's behalf. Prepaid ad spend funds must be received by the Agency no fewer than five (5) business days before the start of any billing cycle to ensure uninterrupted campaign delivery. If prepaid funds are exhausted or a scheduled payment is missed, the Agency may pause campaigns immediately. If no payment and no Client communication are received within 24 hours of the due time, all campaigns will be turned off. The Agency will not spend additional funds without clear authorization.

The Agency will never exceed the agreed daily cap and may pace lower as needed.

Mid-Cycle Spend Adjustments. If total ad spend exceeds the threshold in a cycle due to a mid-cycle increase, the resulting additional management fee (15% of spend above the threshold) will be settled in the next billing period for the current cycle's overage. If the higher spend level is expected to continue, the adjusted fee will also apply in advance for the following cycle.

Media Adjustments. The Client may increase, reduce, or pause media spend at any time by written notice (including email). The Agency recommends against pausing media. A pause interrupts the pipeline, and results typically lag on restart. Any pause is at the Client's election and against the Agency's recommendation. Media changes do not pause, suspend, or reduce management fees, the Program, or the notice period, and do not change the Build Commitment in Section 7. The Agency is not responsible for performance loss or restart delay caused by a Client-directed pause.

Late Payment. All fees are due on or before the first day of each billing cycle. If any payment is not received within 24 hours of its due date, the Agency reserves the right to immediately pause or terminate the specific services associated with that payment without further notice. For clarity: if a payment associated with a specific Program Agreement or add-on service is past due, only those services are affected; services covered by other payments that remain current will continue uninterrupted. Services will resume once all outstanding balances for the affected services are settled in full. The Agency is not responsible for any loss of performance, data, or momentum resulting from service interruptions caused by late payment.

Acceleration and Collection. If any Program payment is more than 30 days past due, the Agency may declare the remaining Program balance immediately due. Past-due amounts bear interest at 1.5% per month or the maximum rate permitted by law, whichever is less. The Client will pay the Agency's costs of collecting any amount owed, including reasonable attorneys' fees, arbitration fees, and collection agency fees.

Offset. The Agency may offset any amount the Client owes against any refund, credit, or other amount the Agency owes the Client.

Payment Disputes. Before initiating any dispute, reversal, or return with its bank or payment processor, the Client will contact the Agency at kerry@talexyus.com and allow 15 calendar days to resolve the issue. The Client agrees not to initiate a dispute, reversal, or return for any transaction under the Agreement except for verified unauthorized fraud. A dispute initiated in violation of this paragraph is a material breach and is subject to the collection costs above.

Client Owned. The Client owns: all websites and website content built or modified by the Agency; all Google Business Profiles created or managed by the Agency; all ad accounts and campaign data; all creative assets and copy produced by the Agency; all leads, form submissions, and landing-page data; and all domain names registered on the Client's behalf. Upon termination, and provided all outstanding invoices have been settled, the Agency will transfer all Client-owned accounts, assets, and data to the Client within 30 days.

Agency Tools. Accounts and configurations the Agency creates for the Client at no cost (such as analytics, tag management, business profiles, and free-tier platform accounts) are Client property. Paid tools, subscriptions, and licensed components used to deliver the services (such as automation platforms, form and funnel tools, premium website plugins and widgets, AI tools, and call systems) run on the Agency's paid accounts and are licensed to the Client for the term of the engagement. At termination, the Agency will provide the Client a written list of the paid components in use. Those components stop functioning when the Agency's access ends. The Client may license any of them directly and configure them itself or through any vendor; the Agency offers this setup as an offboarding service at its then-current rate. The Family Magnet Model framework, internal methodologies, templates, and processes are Agency intellectual property.

Work Product Distinction. The data and outputs produced by Agency-owned tools (e.g., leads, contact records, reports, content) belong to the Client and will be exported and delivered to the Client upon termination. The tools, automations, and systems that produced those outputs belong to the Agency. Any accounts created by the Agency on behalf of the Client (e.g., CRM accounts, ad platform accounts) are Client property and will be transferred upon termination, subject to the same payment condition described above.

Image Enhancement and Synthetic Media. The Client authorizes the Agency to edit, enhance, retouch, and digitally modify photographs and video provided by or on behalf of the Client, and to create and use digitally generated or AI-assisted imagery, including imagery derived from or informed by Client-provided source material, for use in the Client's marketing assets (collectively, "Enhanced Media"). The Client represents and warrants that (a) the Client owns or controls all rights to source material it provides, and (b) the Client has obtained and maintains all consents, releases, and authorizations required for the use and modification of any individual's name, image, or likeness appearing in source material, including releases executed by a legally authorized representative where the individual lacks capacity. The Client will provide copies of applicable releases upon the Agency's request. The Client will indemnify, defend, and hold harmless the Agency from any claim arising out of source material provided by the Client or the absence, invalidity, or breach of any such consent or release. The Agency may, in its sole discretion, decline to create, or remove from any Client asset, any Enhanced Media, and will remove specific Enhanced Media within three (3) business days of the Client's written request; in practice, removal typically occurs the same business day. The Client will promptly notify the Agency of any complaint, claim, or inquiry concerning any media appearing on Client assets. All Enhanced Media constitutes Agency work product under the ownership and license terms of the Agreement.

Client Information and Published Content. The Client is responsible for the accuracy of the information it provides about its communities, including services, care levels, licensing, staffing, pricing, and availability, and for its own regulatory obligations in advertising its communities, including fair housing and telemarketing rules. The Agency prepares and publishes content based on that information. The Client may request changes to or removal of any published content at any time; the Agency typically completes such changes within 2 business days. The Client will indemnify the Agency against claims arising from information the Client provided.

Commitment Period. The Program stated in the Program Agreement is the commitment period. The Client remains responsible for all management fees through the end of the Program. Notice of cancellation may be given during the Program but takes effect no earlier than the end of the Program.

Cancellation. Either party may cancel a Program Agreement with 28 days' written notice (including email). Services and billing will not end until both (a) the Program has been completed and (b) 28 days have passed since notice was given. For example: if the Client gives notice during the second cycle of a 4-cycle Program, services end at the end of the fourth cycle. If the Client gives notice on day 15 of the fourth cycle, services continue 28 days from notice, into the fifth cycle, and the fifth cycle is billed in full under Section 3.

Onboarding Refund. The Client may cancel the Agreement for a full refund of all fees paid by written notice (including email) at any time before the end of the onboarding meeting. This right expires at the end of the onboarding meeting or 14 days after the Effective Date, whichever comes first. After that, no fees are refundable except as provided in Section 7.

Termination for Cause. Either party may terminate the Agreement or any Program Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure the breach within seven (7) days of receiving written notice of the breach. Non-payment that triggers the Late Payment provision in Section 3 constitutes a material breach and may result in immediate termination without a cure period.

End of the Agreement. The Agreement remains in effect as long as at least one Program Agreement is active. If all Program Agreements are cancelled, the Agreement terminates automatically.

The Agency refunds unspent prepaid ad budget after completion, if any.

The Client will provide requested assets, access, approvals, and information in a timely manner. The Agency is not responsible for delays, underperformance, or missed results caused by the Client's failure to provide requested materials, respond to communications, grant necessary access, respond to inquiries generated by the services, or conduct tours and follow-up with families.

Onboarding Checklist. The Client will complete the Onboarding Checklist, which includes the kickoff session, photos and footage of residents and staff captured using the Agency's playbooks, and access to all required accounts. The Build Start Date is the day the checklist is complete. Cycles run from the Effective Date regardless; a late checklist delays the Build, not billing. If the Client remains unresponsive or fails to provide required items for thirty (30) days, the Agency may terminate the engagement, and all fees billed to that point, including startup fees, are non-refundable.

The Agency will complete the Build under the Program Agreement within 25 calendar days of the Build Start Date. "Build" means: the Client's website complete on the Agency's staging environment and structured for search and AI visibility; Google Ads campaigns built and queued; Meta campaigns built and ready to publish; and conversion tracking and business profiles configured. Launch, platform review, domain propagation, and indexing are not part of the Build. The Build Start Date is the day the Client has delivered every item on the Onboarding Checklist under Section 6.

If the Build is not complete by day 25, the Agency continues the Build at no additional charge and refunds the Client 1/28 of the current cycle's management fee for each calendar day past day 25 until the Build is complete, applied against the next invoice or paid to the Client if no further invoice is due. Days on which completion is waiting on the Client (materials, approvals, access, or account verification) or on a platform or event outside the Agency's control do not count. Total refunds under this Section will not exceed one (1) cycle's management fee. Refunds under this Section are available while the Client's payments are current.

The Agency will notify the Client in writing when the Build is complete. If the Client does not identify in writing, within 3 business days of that notice, a specific Build item that is not complete, the Build is complete as of the date of the notice. Where the Client identifies a specific item, the Build is complete when that item is delivered.

Additional engagements are added by accepting a new Program Agreement. A Program may be upgraded, downgraded, or adjusted in scope or pricing through written communication between the parties, including email. Any scope or pricing change confirmed in writing by both parties (including email) is binding and supersedes the prior terms for that Program. No amendment to these Terms is required.

The Agency will exercise commercially reasonable skill and care but makes no guarantee of results, placements, inquiries, tours, move-ins, or ROI. The Build Commitment in Section 7 is the only guarantee under the Agreement. All services and deliverables are provided as is. Except as provided in Sections 5 and 7, fees are not refundable, and the Onboarding Refund in Section 5 and the Build Commitment in Section 7 are the Client's sole and exclusive remedies for dissatisfaction with the services, to the fullest extent permitted by law. Projections, timelines, and performance estimates contained in any Program Agreement, proposal, or other communication are illustrative and do not constitute guarantees.

In order to ensure that the Agency can continue to invest in and improve the methodologies it brings to all of its clients, both parties agree to the following protections.

Confidential Information. "Confidential Information" means: the Family Magnet Model framework and its three-stage methodology (Be Found, Feel Right, Stay Close); the Occupancy Growth System and Community Growth Program, including their structure, sequencing, and pricing models; the playbooks, guides, checklists, and templates the Agency provides to the Client; all proprietary methodologies, frameworks, playbooks, processes, and templates; pricing models; client data; and any other information designated confidential or that a reasonable person would understand to be confidential. Standard exclusions apply: information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed without use of Confidential Information, or is lawfully received from a third party without restriction.

Obligations. Both parties must keep Confidential Information confidential and use it solely for the purposes of the Agreement. Neither party shall disclose Confidential Information to any third party except as permitted in this Section or as required by law, regulation, or court order. The Agency may use anonymized, non-identifying results of the engagement in its marketing and sales materials.

Testimonials. Testimonials must be truthful and FTC-compliant. The Client grants the Agency a perpetual, worldwide, royalty-free license to use, edit, and publish the Client's name, likeness, testimonials, and success metrics for marketing purposes, including case studies, advertisements, and social media.

Agency Methodology and Background IP. As between the parties, the Agency owns all right, title and interest in its proprietary methodologies, frameworks, templates, playbooks, and know-how, including all improvements thereto ("Agency Methodology"). The Agency grants the Client a perpetual, royalty-free, worldwide, non-exclusive license to use Agency Methodology, including the playbooks, guides, checklists, and templates provided to the Client, solely to the extent embodied in the Deliverables and as reasonably necessary for the Client's internal business purposes, and not for resale or redistribution.

Intellectual Property. During the term of the Agreement, the Client shall not, and shall not knowingly permit any third party to, reverse engineer, decompile, or otherwise attempt to disassemble Agency Methodology for the purpose of understanding, copying, or replicating its underlying processes, frameworks, or know-how.

In addition, during the term of the Agreement and for three (3) years following termination, the Client shall not, and shall not knowingly permit any third party to:

1. create derivative works of Agency Methodology except as embodied in modifications to Deliverables for the Client's internal use;
2. use Agency Methodology or Confidential Information to design, build, or operate a substantially similar service for any third party, including but not limited to marketing services for assisted living, memory care, independent living, or senior care community operators;
3. use Agency Confidential Information to instruct or enable any other person to do any of the foregoing; or
4. train any artificial intelligence or machine learning system on Agency Confidential Information.

Third-Party Vendors. If the Client engages a third party (other than its attorneys, accountants, or tax advisors) who will receive access to Agency Methodology or Confidential Information, the Client shall first cause such third party to execute a written confidentiality and use-restriction agreement, for the benefit of the Agency as an intended third-party beneficiary, containing protections no less stringent than this Section. The Agency will provide a short-form template upon request. Unauthorized disclosure or use of Agency Confidential Information by any third party shall constitute a breach of the Agreement by the Client. The Agency reserves the right to require that specific third parties execute a separate agreement directly with the Agency before being granted access.

General Knowledge Carve-Out. Nothing in this Section restricts the Client's right to operate its marketing function, engage other vendors, or use general industry knowledge and skills.

Both parties agree to present one another in a professional manner. Neither party will publish, post, or communicate any statement (written or verbal) that disparages, defames, or portrays the other party (or its officers, directors, or employees) in a negative light. This obligation does not restrict either party from providing truthful information required by law, regulation, or court order.

The Agency is responsible only for losses that arise from its gross negligence, fraud, or willful misconduct. Under no circumstances will either party be liable for lost profits, lost revenue, loss of goodwill, or other indirect or consequential damages. In any event, the Agency's total liability for all claims will not exceed the total management fees actually paid by the Client to the Agency in the 90 days immediately before the event that gave rise to the claim.

Intellectual Property Carve-Out. The liability cap in this Section does not apply to claims arising from either party's breach of confidentiality or intellectual property obligations under Section 10. Such breaches may result in actual damages, reasonable attorneys' fees and costs to the prevailing party, and injunctive relief without regard to the cap stated above.

Each party (the "Indemnifying Party") will indemnify, defend, and hold harmless the other party and its officers, directors, and employees against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising directly from the Indemnifying Party's negligence, willful misconduct, or breach of the Agreement.

During the term and for twelve (12) months following termination, the Client will not directly or indirectly solicit, engage, or hire any Agency contractor or vendor who provided services under the Agreement without the Agency's prior written consent.

The Agency may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The Client may not assign the Agreement without the Agency's prior written consent.

Neither party shall be liable for delays or failures caused by circumstances beyond its reasonable control, including platform outages, changes to third-party advertising policies, cyberattacks, pandemics, natural disasters, or government actions.

Delaware law governs the Agreement, without regard to conflicts-of-law principles, and the Federal Arbitration Act governs this Section. The parties will first attempt to resolve any dispute through good-faith negotiation. Any dispute not resolved within 30 days will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, with hearings by video conference unless the arbitrator orders otherwise. The arbitrator decides all questions of arbitrability. Arbitration proceeds on an individual basis only. The prevailing party recovers its reasonable attorneys' fees, arbitration fees, and costs. Either party may bring an individual claim in small-claims court if it qualifies. The Agency may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or payment rights. Arbitration proceedings and awards are confidential. Any claim under the Agreement must be brought within 1 year after it arises.

The following provisions survive termination of the Agreement: Section 3 (Fees & Payment, as to amounts owed, collection, offset, and payment disputes), Section 4 (Ownership & Access), Section 10 (Confidentiality & Intellectual Property Protection), Section 11 (Non-Disparagement), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Non-Solicitation), Section 15 (Assignment), and Section 17 (Dispute Resolution & Governing Law). Confidentiality and intellectual property obligations under Section 10 survive for three (3) years following termination or indefinitely for trade secrets, whichever is longer.

These Terms are identified by the version date at the top of this document. The Agency may publish updated versions of these Terms at talexyus.com/terms. An updated version applies only to Program Agreements accepted on or after its version date. A Program Agreement remains governed by the version of these Terms identified in it unless the Client agrees in writing to a later version.

Notices under the Agreement are in writing and sent by email: to the Client at the email address the Client used to execute the Program Agreement, or any email address the Client later designates in writing, and to the Agency at kerry@talexyus.com. Email notice is deemed received on the date sent unless a delivery failure is received.

These Terms, together with each accepted Program Agreement, constitute the entire agreement between the parties for the engagement it describes. Amendments to the Agreement require written approval by both parties. Scope, pricing, and package adjustments for a Program may be made through written communication (including email) as described in Section 8. The Client acknowledges that it is not relying on any representation, promise, or projection not expressly set forth in the Agreement. If any provision is found unenforceable, it will be modified to the minimum extent necessary or severed, without affecting the remaining provisions. The Agency's failure to enforce any provision is not a waiver of it.