Client Terms and Conditions

Effective Date: August 2026 · Last Updated: August 2026Provider: OpenGate Ventures LLC · Contact: hello@copperdigital.agency

OpenGate Ventures LLC (“Company,” “we,” “us”) currently operates under the trade name Copper Digital. These Terms and Conditions (“Terms”) govern all services provided by Company to clients (“Client,” “you”). By signing a Statement of Work that references these Terms, you agree to be bound by them.

1. Services

Company provides digital services including but not limited to website design and development, marketing automation, AI system configuration, database management, campaign execution, and related consulting and technology services. The specific scope of services for each engagement is defined in a separate Statement of Work (“SOW”) executed by both parties.

2. Payment Terms

2.1 Invoicing

Company will invoice Client according to the payment schedule defined in the applicable SOW.

2.2 Payment Due

All invoices are due within 7 days of the invoice date unless otherwise specified in the SOW.

2.3 Late Payments

Balances unpaid after 7 days accrue interest at 1.5% per month (18% annually) on the outstanding balance. Company reserves the right to pause work on any active engagement until overdue balances are resolved.

2.4 Payment Method

Payment is accepted via the methods specified in the applicable invoice. Client agrees to keep a valid payment method on file for retainer engagements. Company uses a third-party payment processor; Client’s payment information is subject to that processor’s terms and privacy policy.

2.5 Taxes

Client is responsible for any applicable sales tax, use tax, or similar taxes on services rendered, where required by law.

3. Project Work — Cancellation and Kill Fee

3.1 Deposit

All project engagements require a non-refundable deposit as specified in the SOW before work begins. The deposit compensates Company for project planning, resource allocation, and work commenced and is applied toward billable hours.

3.2 Cancellation After Work Begins

If Client cancels a project after work has commenced, Client shall pay for all work completed to date, calculated at Company’s standard hourly rate of $200/hour. The deposit is non-refundable and is applied toward that balance. If total work completed is less than the deposit amount, no additional payment is owed and no refund is issued. If work completed exceeds the deposit, Client owes the difference. Work completed will be documented and provided to Client upon request.

3.3 Cancellation by Company

If Company cancels a project without cause, all fees paid beyond work completed will be refunded within 14 days.

4. Retainer Services

4.1 Term

Retainer engagements have an initial term as specified in the SOW. After the initial term, the retainer continues on a month-to-month basis unless either party provides written notice of cancellation.

4.2 Early Termination During Initial Term

If Client cancels a retainer engagement before the end of the initial term, Client shall pay an early termination fee equal to two months of the applicable monthly retainer rate. Additionally, if Company has procured any third-party technology licenses, subscriptions, or services specifically and solely for Client’s engagement, Client shall be responsible for the remaining term costs of those licenses upon early termination. Company will disclose any such client-specific technology commitments in the applicable SOW at the time of engagement. Client-specific technology costs are separate from and in addition to the early termination fee.

4.3 Cancellation After Initial Term

Either party may cancel the retainer after the initial term with 30 days written notice delivered to the email address on file.

4.4 Annual Review

At the end of each initial term, both parties will review the engagement and agree on terms for the renewal period. Company reserves the right to adjust retainer pricing at renewal with 30 days written notice.

5. Revisions and Scope

5.1 Included Revisions

Each SOW specifies the number of revision rounds included. Revisions are defined as refinements to approved content and design direction within the agreed scope.

5.2 Out of Scope Work

New pages, new features, material changes to approved scope, or revision rounds beyond those included are out of scope and will be quoted and billed separately at $200/hour. Company will provide a written estimate before commencing out-of-scope work.

5.3 Scope Changes

Any changes to project scope must be agreed upon in writing by both parties before additional work commences.

6. Project Acceptance

A deliverable or project phase is deemed accepted upon the earliest of the following:

• Written confirmation of approval from an authorized Client representative via email
• Payment of the final balance associated with that deliverable
• Client’s public use, publication, or deployment of the deliverable
• Failure to provide written feedback within 5 business days of delivery

Once a deliverable is accepted, subsequent changes are treated as out-of-scope work subject to additional fees.

7. Post-Delivery Warranty

Company provides a 30-day bug fix warranty on all delivered work. If a deliverable fails to function as specified in the SOW due to Company’s error, Company will correct it at no charge within that period.

This warranty does not cover:

• Issues caused by Client modifications to delivered work
• Changes in third-party platform behavior, APIs, or pricing
• Hosting provider outages, CDN issues, or DNS propagation delays
• Issues arising after Client-directed changes
• Feature requests or enhancements beyond the original scope

After the 30-day warranty period, fixes and updates are covered under the applicable retainer or billed at $200/hour.

8. Support Requests

8.1 Request Process

All support and change requests must be submitted through Company’s designated request channel, as communicated at project kickoff. Requests submitted via other channels (e.g., direct text or personal email) will be redirected and may not be actioned until formally submitted.

8.2 Response Targets

Company will use reasonable efforts to meet the following response targets. These are targets, not guarantees, and Company does not owe credits or refunds for delays:

9. Client Responsibilities

9.1 Materials and Approvals

Client is responsible for providing accurate, complete, and timely content, materials, credentials, and approvals. Delays caused by Client’s failure to provide required items may extend project timelines proportionally at no additional cost to Client and no liability to Company.

9.2 Review Timeliness

Client agrees to review and provide written feedback on deliverables within 5 business days of delivery. See Section 6 for acceptance terms.

9.3 Accuracy of Content

Client is solely responsible for the accuracy, truthfulness, and legal compliance of all content, claims, and materials provided to Company for use in deliverables.

9.4 Legal Compliance — General

Client is responsible for ensuring that its business practices, content, and operations comply with all applicable federal, state, and local laws and regulations.

9.5 SMS, Email, and Outreach Compliance

Client warrants that any contact data provided to Company for use in SMS, email, or other outreach campaigns has been obtained lawfully and that all required consents under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any other applicable laws are in place prior to campaign execution. Client shall provide written confirmation that required consents are in place before each campaign is executed. Client shall indemnify, defend, and hold Company harmless from any claims, damages, fines, penalties, or legal fees arising from Client’s contact data, Client’s failure to obtain required consents, or Client’s direction of outreach campaigns. Company will not initiate SMS campaigns without Client’s explicit written authorization for each campaign.

10. Data Privacy and Security

10.1 Data Use

Company will use Client data, including contact lists, member databases, and business information, solely for the purpose of providing services under the applicable SOW. Company will not sell, rent, or share Client data with third parties except as necessary to deliver services (e.g., importing data into a platform specified in the SOW at Client’s direction).

10.2 Security Practices

Company will apply reasonable security measures to protect Client data in its possession. Company is not responsible for security breaches caused by third-party platforms, Client’s own systems, or events outside Company’s reasonable control.

10.3 Data Return and Deletion

Upon termination of an engagement, Company will, at Client’s written request, return Client data in a standard exportable format (such as CSV or equivalent) and delete Company’s copies within 30 days. This applies to data directly held by Company, such as contact lists and campaign data. Data stored within third-party platforms (including CRM systems, automation platforms, and membership management tools) is subject to those platforms’ own data retention, export, and deletion policies. Company will assist Client in initiating data exports from such platforms where technically possible, but cannot guarantee full portability of platform-native configurations, workflow logic, or automation builds.

10.4 No Sensitive Data

Client agrees not to provide Company with data subject to HIPAA, PCI DSS, or other heightened regulatory requirements unless explicitly agreed to in writing in advance.

11. Third-Party Platforms and Hosting

Company’s services may incorporate, recommend, or configure third-party platforms, hosting providers, content delivery networks, domain registrars, payment processors, and other service providers (collectively, “Third-Party Services”). Client acknowledges and agrees that:

• Company is not responsible for the performance, availability, uptime, security, pricing changes, feature changes, or discontinuation of any Third-Party Service
• Outages, maintenance windows, or performance degradation caused by hosting providers, CDN services, DNS providers, or any other infrastructure provider are outside Company’s control and liability
• Third-Party Service subscription costs are subject to change by the respective provider; Company will notify Client of known pricing changes but is not responsible for cost increases
• If a Third-Party Service becomes unavailable or materially changes, Company will use reasonable efforts to identify alternatives but is not liable for resulting delays, service interruptions, or additional costs
• Client’s use of Third-Party Services is subject to those services’ own terms of service and privacy policies

12. AI-Generated Content

Company may use artificial intelligence tools in the creation of content, copy, imagery, automation workflows, and other deliverables. Client acknowledges that:

• AI-generated content is provided as a starting point and requires Client review and approval before use
• Company makes no warranty that AI-generated content is accurate, complete, free from error, or free from bias
• Client is responsible for reviewing, fact-checking, and approving all AI-generated content before publication or use
• Client is responsible for ensuring AI-generated content complies with applicable laws, including advertising regulations and industry-specific requirements
• AI-generated code and content may have uncertain copyright status; Client assumes responsibility for any copyright considerations related to AI-generated elements upon acceptance of the deliverable

Company’s AI tools, workflows, and methodologies are proprietary and remain Company’s intellectual property regardless of the content they produce for Client.

13. Intellectual Property

13.1 Default Ownership

Unless explicitly stated otherwise in the applicable SOW, Company retains all ownership of deliverables, code, designs, and work product created under this agreement. Client receives a perpetual, non-exclusive, non-transferable license to use the deliverables for their intended business purpose upon receipt of full payment.

13.2 Code Ownership Transfer

Where the applicable SOW explicitly grants Client ownership of specific deliverables or code, such ownership transfers to Client upon receipt of full final payment for that SOW. Code ownership transfers do not include Company’s proprietary frameworks, tools, AI workflows, reusable components, or templates, which remain Company’s property. Company grants Client a perpetual, non-exclusive license to use such components as incorporated into the delivered work.

13.3 Lien on Deliverables

Client may not use, publish, deploy, or distribute any deliverable until full payment for that deliverable has been received. Company retains a security interest in all deliverables until payment is complete. Unauthorized use of unpaid deliverables constitutes a material breach of these Terms.

13.4 Platform-Hosted Work

Deliverables built within or dependent upon third-party platforms, including automation workflows, CRM configurations, membership platform setups, and similar platform-native builds, are subject to those platforms’ terms of service. Client acknowledges that platform-hosted work may not be portable outside that platform and that Company cannot guarantee exportability of workflow logic, automation configurations, or platform-native structures.

13.5 AI-Assisted Work

Deliverables may include elements generated with AI assistance. Company makes no warranty regarding the copyright status of AI-generated content or code. Client assumes responsibility for any copyright considerations related to AI-generated elements upon acceptance of the deliverable.

13.6 Company’s Proprietary Assets

Company retains ownership of its proprietary tools, frameworks, AI workflows, processes, templates, and methodologies. Where such assets are incorporated into Client deliverables, Client receives a perpetual, non-exclusive license to use them as incorporated, but does not acquire ownership.

13.7 Portfolio Rights

Company reserves the right to reference Client’s name and display completed work in its portfolio, case studies, and marketing materials. Client may request in writing that Company limit this use, which Company will honor within reason.

13.8 Client Content Warranty

Client warrants that all content, data, images, and materials provided to Company are owned by Client or Client has the right to use them, and do not infringe any third-party intellectual property, privacy, or publicity rights. Client shall indemnify Company against any claims arising from Client-provided content.

14. Indemnification

14.1 Client Indemnification of Company

Client shall indemnify, defend, and hold harmless Company and its members, employees, contractors, and agents from and against any claims, damages, losses, fines, penalties, and legal fees arising from or related to:

• Client’s content, data, or materials provided to Company
• Client’s failure to obtain required consents for outreach campaigns, including TCPA violations
• Client’s business practices or operations
• Client’s violation of applicable laws or regulations
• Client’s modification or misuse of delivered work after acceptance
• Client’s use of any deliverable in a manner not authorized or intended under this agreement

14.2 Company Indemnification of Client

Company shall indemnify, defend, and hold harmless Client from claims by third parties that Company’s proprietary tools or templates infringe a third party’s intellectual property rights, provided Client promptly notifies Company of such claims and cooperates in the defense.

15. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information received from the other party in connection with the engagement (“Confidential Information”). Each party agrees to:

• Use Confidential Information only for the purpose of fulfilling obligations under the applicable SOW
• Not disclose Confidential Information to third parties without prior written consent, except as necessary to perform services (e.g., subcontractors bound by equivalent obligations)
• Protect Confidential Information with at least the same care used to protect its own confidential information

This obligation does not apply to information that is publicly available through no fault of the receiving party, independently developed without use of Confidential Information, or required to be disclosed by law or court order (with prompt notice to the other party where permitted).

16. Subcontractors

Company may engage subcontractors and independent specialists to assist in delivering services under any SOW. Company remains responsible for the quality and timeliness of subcontractor work. All subcontractors engaged by Company are bound by confidentiality obligations equivalent to those in Section 15. Company will not disclose Client’s confidential information to subcontractors beyond what is necessary to perform the services.

17. Non-Solicitation

During the term of any active SOW and for 12 months thereafter, neither party shall directly solicit for employment or engagement any employee, contractor, or specialist introduced by the other party in connection with the engagement, without prior written consent. This clause does not restrict general public job postings.

18. Limitation of Liability

18.1 No Consequential Damages

In no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, arising from or related to the services, even if advised of the possibility of such damages.

18.2 Liability Cap

Company’s total cumulative liability to Client for any and all claims arising from or related to the services shall not exceed the total fees paid by Client to Company in the three months preceding the event giving rise to the claim.

18.3 Third-Party Platform Liability

Company is not liable for any damages, losses, or costs caused by the performance, failure, or actions of any third-party platform or service provider, regardless of whether Company recommended or configured that service.

18.4 TCPA and Outreach Liability

Company’s liability cap in Section 18.2 does not apply to TCPA violations or other outreach-related statutory damages arising from Client’s contact data or Client’s failure to obtain required consents. Such liability rests solely with Client per Section 9.5 and Section 14.1.

19. Warranties and Disclaimers

19.1 Services Warranty

Company warrants that services will be performed in a professional and workmanlike manner consistent with reasonable industry standards.

19.2 Results Disclaimer

Company makes no warranty regarding specific business outcomes, website traffic, search engine rankings, lead volumes, conversion rates, revenue results, membership reactivation rates, or any other performance metric. All projections, estimates, and examples provided are illustrative only and do not constitute guarantees.

19.3 Third-Party Tools Disclaimer

Company makes no warranty regarding the fitness, reliability, security, or continued availability of any third-party platform or service.

19.4 AI Tools Disclaimer

Company makes no warranty that AI-generated outputs are accurate, current, complete, or free from error. See Section 12.

20. Dispute Resolution

20.1 Good Faith Negotiation

Both parties agree to attempt to resolve any dispute through good faith negotiation for at least 30 days before initiating formal proceedings.

20.2 Binding Arbitration

Any dispute that cannot be resolved through negotiation shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Maricopa County, Arizona. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.3 Governing Law

These Terms are governed by the laws of the State of Arizona, without regard to conflict of law principles.

20.4 Prevailing Party

In any arbitration or legal proceeding arising from these Terms, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

20.5 Class Action Waiver

All disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any class or representative proceeding.

21. Assignment and Rebrand

Client may not assign or transfer this agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this agreement without Client’s consent in connection with a merger, acquisition, corporate restructuring, rebrand, or sale of substantially all of its assets, with written notice to Client. Company may rebrand, rename, or restructure its business operations at any time. In the event of a rebrand, all existing agreements remain in full force and effect under the successor trade name. Company will notify Client of any rebrand in writing. No rebrand or assignment shall materially diminish Client’s rights under any active SOW.

22. Communications and Notices

All formal notices under these Terms, including cancellation, dispute initiation, scope change requests, and acceptance confirmations, must be in writing delivered via email to the designated contact addresses specified in the applicable SOW. Day-to-day project communications via email are sufficient for routine matters. Either party may update their notice email address with written notification to the other party.

23. Non-Disparagement

During the term of any engagement and for 12 months thereafter, neither party shall make disparaging, defamatory, or materially misleading public statements about the other party, their services, products, or personnel. This clause does not restrict truthful statements made in legal proceedings or required regulatory disclosures.

24. Publicity

Neither party shall issue press releases, publish case studies, or make public announcements specifically referencing the other party or the engagement without prior written approval. Company may reference Client’s name in its portfolio and marketing materials per Section 13.7. General social media posts that do not disclose confidential engagement details do not require prior approval.

25. Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure the breach within 14 days of written notice describing the breach in reasonable detail.

26. Independent Contractor

Company is an independent contractor and not an employee, partner, or agent of Client. Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between the parties. Company retains full discretion over the manner and means of performing services, subject to the deliverable requirements in the applicable SOW.

27. Force Majeure

Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, government actions, pandemics, widespread internet outages, cyberattacks on infrastructure, or third-party platform failures. The affected party shall provide prompt written notice and resume performance as soon as reasonably practicable.

28. Survival

The following sections survive termination or expiration of any SOW or these Terms: Section 9.5 (SMS/Outreach Compliance), Section 10 (Data Privacy), Section 12 (AI-Generated Content), Section 13 (Intellectual Property), Section 14 (Indemnification), Section 15 (Confidentiality), Section 17 (Non-Solicitation), Section 18 (Limitation of Liability), Section 20 (Dispute Resolution), Section 23 (Non-Disparagement), and any payment obligations accrued prior to termination.

29. Entire Agreement

These Terms, together with the applicable SOW, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, warranties, and understandings, whether written or oral. In the event of a conflict between these Terms and an SOW, the SOW shall control for that specific engagement.

30. Modifications

Company may update these Terms from time to time. Updated Terms will be posted at the URL referenced in the applicable SOW. Material changes will be communicated to active clients via email with 30 days notice. Terms in effect at the time an SOW is signed govern that engagement unless both parties agree otherwise in writing.

31. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the enforceability of the remaining provisions.

33. Website Communications

By providing your phone number and submitting a form on the Company website, you consent to receive SMS and email messages from Company regarding your inquiry and our services. Message and data rates may apply. You can opt out of SMS communications at any time by replying STOP. This consent applies to communications initiated by Company in response to your inquiry and is separate from any outreach campaign services described in Section 9.5.

34. Contact

OpenGate Ventures LLC
13236 N 7th Street Suite 4 #679, Phoenix, AZ 85022
hello@copperdigital.agency
copperdigital.agency