Terms of Service

Agreement

These Terms are a contract between Zenith Synapse LLC, a Wyoming limited liability company ("Zenith Synapse," "we"), which provides its services under its brand WarmSignal ("WarmSignal"), and any person or company that uses warmsignal.com or engages our services ("you," the "Client"). Specific engagements are governed by a written Statement of Work ("SOW") signed by both parties; if these Terms and an SOW conflict, the SOW controls for that engagement.

Services

We provide retention and lifecycle marketing consulting: customer-base audits and program strategy, campaign design and production, managed execution inside the Client's own platforms and accounts, and measurement and reporting. Scope, deliverables, schedule, and fees for each engagement are defined in the SOW. Work begins after the SOW is signed.

Fees & payment

Fees are a fixed monthly program fee plus a performance incentive calculated on documented program results, both stated in the SOW; the incentive is itemized separately on the invoice. Invoices are issued monthly and payable by bank transfer (ACH) or card within the period stated in the SOW (net 15 unless stated otherwise). We may pause work on accounts with overdue balances after written notice. Our billing mechanics, including refunds, are described on the Billing & Refunds page.

Term & termination

Unless the SOW says otherwise, engagements begin with a 90-day pilot program and continue month-to-month afterward. Either party may terminate with 30 days' written notice; there are no cancellation fees. Fees for work performed through the effective end date remain payable. Sections that by their nature survive (fees owed, confidentiality, IP, liability) survive termination.

Client responsibilities

• Provide timely access, information, and approvals reasonably needed for the work;
• Maintain lawful rights to the customer data used in programs (including any consents required for email marketing) and warrant that lists we are asked to use were collected lawfully and not purchased;
• Operate the underlying business, products, and fulfillment. We market; you deliver.

Intellectual property

Yours: your brand, your customer data, your accounts and relationships, and, upon payment, all deliverables created specifically for you.

Ours: our pre-existing methods, templates, processes, and know-how, including improvements to them. Where our pre-existing materials are embedded in a deliverable, you receive a perpetual, non-exclusive license to use them as part of that deliverable.

Confidentiality

Each party will protect the other's non-public information with reasonable care, use it only for the engagement, and disclose it only to people who need it and are bound to confidentiality, or where the law requires disclosure.

No guarantees

We commit to defined work, delivered on schedule and measured honestly. We do not guarantee marketing outcomes (revenue, open rates, conversion, or any other result), and any projection we share is an estimate, not a promise. Services are provided "as is" to the maximum extent permitted by law.

Liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, consequential, or punitive damages; and our total aggregate liability arising out of the services is capped at the fees the Client paid us in the twelve months preceding the claim. Nothing in these Terms limits liability that cannot lawfully be limited.

Governing law & disputes

Wyoming law governs, without regard to conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute by direct negotiation. Failing that, disputes will be resolved by binding arbitration in Wyoming, on an individual basis; either party may seek injunctive relief in court for IP or confidentiality breaches.

General

These Terms plus the applicable SOW are the entire agreement for an engagement. We may update these Terms for future engagements by posting a new version with a new effective date. Neither party may assign without consent, except to a successor in a merger or asset sale. Notices go to the addresses below and to the Client's account email.