SET COLLECTIVE LLC

Terms of Service

Effective Date: July 1, 2024

Last Updated: August 17, 2026

setcollective.co | info@setcollective.co | 277 E Morrill Ave, Columbus, Ohio 43207

PLEASE READ THESE TERMS CAREFULLY. By accessing setcollective.co, submitting an inquiry, purchasing a digital product, or engaging SET Collective LLC for services, you agree to be bound by these Terms of Service. Section 27 contains a binding arbitration provision and a class action waiver that affect your legal rights. If you do not agree to these Terms, do not use the Site and do not purchase our products or services.

1. Agreement to These Terms

1.1 These Terms of Service (the "Terms") are a binding legal agreement between you ("you," "your," "User," or "Client") and SET Collective LLC, an Ohio limited liability company ("SET Collective," "we," "us," or "our").

1.2 These Terms govern (a) your access to and use of setcollective.co and any subdomain, landing page, form, assessment, scheduling link, or other digital property we operate (collectively, the "Site"); (b) your purchase of any digital product, template, template collection, guide, session, or other item offered through the Site (collectively, "Digital Products"); and (c) your engagement of SET Collective for strategy, brand, web design, marketing, or related professional services (collectively, "Services").

1.3 You accept these Terms by any of the following: accessing or browsing the Site; submitting a contact form, assessment, or inquiry; subscribing to our email list; completing a purchase; signing a proposal, statement of work, or service agreement; or accepting a deliverable. No separate signature is required. Access, purchase, or engagement constitutes acceptance.

1.4 If you accept these Terms on behalf of a company, firm, or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Who We Are

SET Collective LLC is a strategy-led marketing and web partner serving interior designers, architects, real estate firms, and related businesses. We provide positioning and messaging strategy, brand development, website design and development, content and copywriting, search optimization, digital marketing, and Digital Products including website templates and template collections.

3. Eligibility

3.1 The Site and our Digital Products and Services are intended for business use by persons who are at least eighteen (18) years of age and who have the legal capacity to enter into a binding contract.

3.2 The Site is not directed to children, and we do not knowingly collect information from anyone under the age of sixteen (16). See our Privacy Policy for more detail.

3.3 You represent that you are not located in a country subject to a United States government embargo and that you are not listed on any United States government list of prohibited or restricted parties.

4. Changes to These Terms and to the Site

4.1 We may revise these Terms at any time. Revised Terms take effect when posted to the Site with an updated "Last Updated" date, and they apply to all Site use and to all purchases and engagements entered into after that date.

4.2 Your continued use of the Site after revised Terms are posted constitutes acceptance of the revision. We encourage you to review these Terms periodically.

4.3 We may modify, suspend, or discontinue any part of the Site, any Digital Product, or any Service offering at any time, with or without notice, and without liability to you.

5. Relationship to Other Agreements; Order of Precedence

5.1 These Terms apply to everyone who accesses the Site or purchases from us. Certain engagements are also governed by a proposal, statement of work, service agreement, order form, addendum, or product-specific license (each, a "Supplemental Agreement").

5.2 In the event of a conflict between these Terms and a signed Supplemental Agreement, the Supplemental Agreement controls solely with respect to the subject matter it expressly addresses. In all other respects these Terms remain in full force and effect.

5.3 The absence of a provision in a Supplemental Agreement is not a conflict. Where a Supplemental Agreement is silent, these Terms govern. Nothing in a Supplemental Agreement reduces the protections granted to SET Collective in Sections 8 through 10 (intellectual property and license), 22 (limitation of liability), 23 (indemnification), or 27 (dispute resolution) unless the reduction is stated expressly and in writing signed by an authorized representative of SET Collective.

6. Permitted Use of the Site

6.1 Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your own internal business evaluation and for the purpose of engaging SET Collective.

6.2 This license does not include any right to download (other than page caching by your browser), copy, reproduce, republish, distribute, sell, license, transmit, scrape, index for a commercial dataset, or create derivative works from the Site or its contents, except as expressly permitted in these Terms or in writing by us.

7. Prohibited Conduct

You agree not to, and not to permit any third party to:

• use the Site for any unlawful, fraudulent, deceptive, defamatory, harassing, or infringing purpose;

• access or attempt to access any restricted area, account, system, server, or data not intended for you;

• upload, transmit, or introduce any virus, malware, worm, ransomware, or other harmful code;

• interfere with, disrupt, overload, or attempt to gain unauthorized access to the Site or any related system or network;

• use any robot, spider, crawler, scraper, headless browser, or other automated means to access, extract, harvest, or monitor the Site or its content, including for the purpose of training, fine tuning, or grounding any artificial intelligence or machine learning model, without our prior written consent;

• copy, reproduce, or reverse engineer any layout, page structure, design system, template, framework, service structure, or pricing model presented on the Site for the purpose of developing a competing product or service;

• remove, obscure, or alter any copyright, trademark, watermark, or other proprietary notice;

• impersonate SET Collective, misrepresent your affiliation with SET Collective, or represent our work as your own;

• submit false, misleading, or fraudulent information through any form, assessment, or checkout process;

• use contact information obtained through the Site to send unsolicited commercial communications; or

• use the Site in violation of any applicable law, regulation, or third-party right.

We may investigate any suspected violation and may suspend or terminate your access, cancel any pending order, and pursue any remedy available at law or in equity.

8. Our Intellectual Property

8.1 Ownership of Site Content. All content on the Site, including text, copy, headlines, images, photography, illustrations, graphics, icons, video, audio, page layouts, page structures, navigation architecture, design elements, code, compilations, and the selection and arrangement of the foregoing (collectively, "Site Content"), is owned by SET Collective or its licensors and is protected by United States and international copyright, trademark, trade dress, and other intellectual property laws.

8.2 Trademarks. "SET Collective," "set collective.", the SET Collective logo and wordmark, and any related names, marks, taglines, service names, product names, and designs are trademarks and service marks of SET Collective, whether or not registered. You may not use any of them without our prior written consent. Any third-party marks appearing on the Site are the property of their respective owners and their appearance does not imply endorsement or affiliation.

8.3 Reservation of Rights. Except for the limited licenses expressly granted in Sections 6, 9, and 10, no right, title, license, or interest in or to any Site Content, Digital Product, SET Materials, or SET Framework (each as defined below) is granted to you, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by SET Collective.

8.4 Portfolio and Case Study Rights. SET Collective retains the perpetual, worldwide, royalty-free right to display, reproduce, and describe completed work, deliverables, project imagery, performance results, and the Client's name and logo in its portfolio, case studies, proposals, pitch materials, social media, presentations, and marketing, unless the Client requests otherwise in writing and we agree in writing to that request. Where a Client requests confidentiality, we may still describe the engagement in anonymized form.

9. License to Digital Products, Templates, and Semi-Custom Deliverables

This Section is a standalone license grant. It survives termination of any engagement and applies to every Digital Product and every semi-custom deliverable we provide, whether purchased through the Site or delivered under a Supplemental Agreement.

9.1 Definitions

(a) "Template" means any website template, page template, section library, design system, layout, wireframe, style kit, proposal template, presentation template, social media template, brochure, one-pager, guide, workbook, checklist, email template, or other pre-built or pre-structured asset created, owned, or licensed by SET Collective and offered for purchase, license, or implementation.

(b) "Template Collection" means a coordinated offering of Templates and related creative materials designated by SET Collective as a collection, including any demo site, sample content, imagery placeholders, and supporting materials.

(c) "Semi-Custom Deliverable" means any deliverable produced by applying, configuring, adapting, restyling, or extending a Template or Template Collection for a specific Client, including a semi-custom website build.

(d) "Custom Deliverable" means a deliverable created specifically for a Client and not derived from a Template or Template Collection.

(e) "SET Framework" means any proprietary methodology, process, model, diagnostic, assessment, scoring system, workshop structure, questionnaire, service tier structure, positioning model, messaging architecture, content structure, copy structure, sales structure, pricing model, operating procedure, or system of work developed, owned, or used by SET Collective, together with all associated documentation, worksheets, slides, prompts, and training materials.

(f) "SET Materials" means, collectively, the Site Content, Templates, Template Collections, SET Frameworks, demo sites, source files, design files, component libraries, code libraries, snippets, integrations, internal tools, and any other materials or intellectual property owned, developed, or licensed by SET Collective and existing prior to or independently of a specific engagement, together with all modifications, improvements, and derivative works of the foregoing created by or for SET Collective.

9.2 License Grant

Subject to your full and timely payment of all applicable fees and your continued compliance with these Terms, SET Collective grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the applicable Template, Template Collection, or Semi-Custom Deliverable solely:

• for the internal business purposes of a single business entity, being the entity that purchased the license;

• on a single live website or, for non-website Templates, within a single business's own marketing and operations;

• in the field of that entity's own business, and not on behalf of or for the benefit of any third party; and

• for the duration of your compliance with these Terms.

One purchase equals one license for one business entity. A separate license must be purchased for each additional business entity, brand, or live website.

9.3 License Restrictions

You shall not, and shall not permit any employee, contractor, agent, client, or third party to:

• resell, redistribute, sublicense, rent, lease, lend, share, gift, trade, or otherwise transfer any Template, Template Collection, Semi-Custom Deliverable, SET Framework, or SET Material, in whole or in part, whether or not for compensation;

• use any Template or Template Collection to build, launch, or deliver a website or asset for a third party, including for your own clients, unless you have purchased a written multi-use, designer, or agency license from SET Collective for that specific use;

• make any Template, source file, design file, or component library available through a shared drive, file transfer service, marketplace, membership, course, community, or public repository;

• share account credentials, download links, member area access, or license keys with any person outside the licensed business entity;

• create, or assist any third party in creating, a competing template, template collection, design system, course, membership, framework, or service offering that is based on, derived from, or substantially similar to any Template, Template Collection, SET Framework, or SET Material;

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure, logic, or underlying methodology of any SET Material or SET Framework except to the extent that restriction is prohibited by applicable law;

• use any SET Framework, in whole or in part, to deliver services to third parties, to train personnel outside the licensed entity, or as the basis of any consulting, coaching, or productized offering;

• remove, obscure, alter, or circumvent any proprietary notice, credit, watermark, license key, or usage limitation;

• use any Template, Semi-Custom Deliverable, or SET Material in any manner that is unlawful, deceptive, defamatory, or that infringes or misappropriates the rights of any third party; or

• use any SET Material, Template, or SET Framework as input to, or to train, fine tune, or ground, any artificial intelligence or machine learning model or dataset, other than routine use of AI features within your own business operations that does not make the material available for model training.

9.4 Retained Ownership

SET Collective retains sole and exclusive ownership of all right, title, and interest in and to all SET Materials, Templates, Template Collections, SET Frameworks, demo sites, and all intellectual property rights therein, including any modification, adaptation, configuration, restyling, or derivative work created in the course of producing a Semi-Custom Deliverable. Nothing in these Terms transfers ownership of any SET Material to you. Your license is a license only, not a sale.

9.5 Custom Deliverables and Assignment

(a) Upon SET Collective's receipt of full payment for a completed engagement, SET Collective assigns to the Client all right, title, and interest in and to the final Custom Deliverables produced specifically for that engagement, excluding all SET Materials, SET Frameworks, Templates, Template Collections, and third-party materials.

(b) Where any SET Material or SET Framework is incorporated into, embedded in, or necessary to the use of a Custom Deliverable or Semi-Custom Deliverable, SET Collective grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to use that SET Material solely as incorporated into and as necessary for the Client's use of the deliverable, subject to Section 9.3.

(c) Any work product created before full payment is received remains the sole property of SET Collective. No license, express or implied, attaches to any deliverable until payment is received in full and cleared.

(d) Unless expressly stated in a Supplemental Agreement, assignment does not include source files, working files, layered design files, component libraries, internal documentation, or SET Collective's project management, research, or strategy artifacts.

9.6 Third-Party Components

Templates, Semi-Custom Deliverables, and Custom Deliverables may incorporate or require third-party components including fonts, typefaces, stock photography, illustrations, video, icons, plugins, applications, integrations, hosting platforms, and software. Those components are licensed by their respective owners, not by SET Collective. You are solely responsible for obtaining, maintaining, and paying for the licenses and subscriptions required for your use of those components, and for complying with their terms. SET Collective makes no representation regarding the availability, pricing, or continued support of any third-party component.

9.7 Termination of License

(a) The license granted in Section 9.2 terminates automatically, without notice and without refund, upon (i) your breach of any provision of Section 9, (ii) your failure to pay any amount when due, or (iii) termination of the applicable engagement for cause.

(b) Upon termination of the license you shall immediately cease all use of the affected Template, Template Collection, Semi-Custom Deliverable, SET Framework, and SET Material; remove them from all live and staging environments; and permanently delete all copies, source files, and derivatives in your possession or control. Upon request you shall certify that deletion in writing.

(c) Termination of a license does not limit any other remedy available to SET Collective.

9.8 Enforcement

You acknowledge that any breach of this Section 9 may cause immediate and irreparable harm to SET Collective for which monetary damages would be an inadequate remedy. SET Collective is entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies without the necessity of proving actual damages or posting bond. These remedies are cumulative with all other remedies available at law or in equity. This Section 9 survives the expiration or termination of these Terms and of any engagement.

10. Proprietary Frameworks, Methodologies, and Processes

10.1 SET Frameworks are confidential and proprietary to SET Collective and constitute trade secrets under applicable law. Exposure to a SET Framework in the course of a discovery call, strategy session, workshop, assessment, proposal, presentation, webinar, or engagement grants no license to use, reproduce, adapt, teach, distribute, or commercialize that framework.

10.2 A Client may apply the recommendations and outputs produced for it through a SET Framework within its own business. A Client may not extract, replicate, document, systematize, or repackage the framework itself, or deliver it to any third party.

10.3 Nothing in these Terms restricts SET Collective from using the general knowledge, skills, experience, techniques, and know-how acquired during an engagement in the course of its business, provided SET Collective does not disclose the Client's Confidential Information.

11. Purchases, Fees, and Payment

11.1 Prices for Digital Products and Services are stated on the Site, in the applicable proposal, or in the applicable service description, and are quoted in United States dollars. We may change pricing at any time. A price change does not affect an order already accepted and paid.

11.2 By completing a purchase you authorize the charge to your selected payment method and represent that you are authorized to use it. Payments are processed by third-party payment processors. We do not store full payment card numbers. Your use of a payment processor is subject to that processor's terms and privacy policy.

11.3 Where a payment plan, deposit, retainer, or installment schedule applies, you remain responsible for the full contracted amount. Failure to pay any installment when due permits SET Collective to suspend Services, suspend access to Digital Products, accelerate the remaining balance, and terminate the license granted in Section 9.

11.4 Past-due amounts accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. You are responsible for all costs of collection, including reasonable attorneys' fees.

11.5 You are responsible for all applicable sales, use, value added, and similar taxes, other than taxes on SET Collective's net income.

11.6 Chargebacks initiated without first contacting us in good faith constitute a material breach of these Terms. We reserve the right to dispute any chargeback, to suspend access pending resolution, and to recover the disputed amount plus fees and costs.

12. Refunds and Cancellations

12.1 Digital Products. Because Digital Products are delivered electronically and are usable immediately upon access, all sales of Digital Products are final and non-refundable except as expressly stated at the point of purchase or as required by applicable law. By completing a purchase you consent to immediate delivery and acknowledge that you waive any right of withdrawal that would otherwise apply once access is provided.

12.2 Services. Fees for Services, including deposits, onboarding fees, and retainers, are non-refundable except as expressly stated in a written agreement or as required by applicable law. Deposits reserve capacity in our production schedule and compensate us for that reservation.

12.3 Sessions and Scheduled Time. Strategy sessions, workshops, and other scheduled engagements may be rescheduled once with at least forty-eight (48) hours' advance notice. A missed session, or a cancellation with less than forty-eight (48) hours' notice, is forfeited and is not eligible for refund or credit.

12.4 Client delay does not entitle a Client to a refund. Where a Client fails to provide required materials, feedback, or approvals for thirty (30) consecutive days, SET Collective may deem the engagement complete as delivered, invoice the remaining balance, and archive the project. Reactivation may be subject to a reactivation fee and current availability.

13. Client Responsibilities and Client Materials

13.1 You agree to provide timely feedback, approvals, credentials, access, content, and materials reasonably necessary for us to perform. You agree to designate a single point of contact with authority to approve work.

13.2 You represent and warrant that all copy, images, photography, logos, video, data, testimonials, product information, and other materials you provide to us ("Client Materials") are accurate and that you hold all rights, licenses, releases, and permissions necessary for us to use them as contemplated by the engagement. You grant SET Collective a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials for the purpose of performing the Services and for the portfolio rights described in Section 8.4.

13.3 You are solely responsible for the legal compliance of your own business, including the accuracy of claims made in your marketing, professional licensing requirements, accessibility obligations, advertising rules, and the terms, privacy policies, and disclosures published on your website. SET Collective is not your attorney and does not provide legal, accounting, tax, or regulatory advice.

13.4 You are responsible for maintaining your own backups, hosting, domain registration, platform subscriptions, and security credentials following delivery, unless a written maintenance or care plan states otherwise.

14. Revisions and Scope

14.1 Each Service includes the number of revision rounds stated in the applicable service description, proposal, or statement of work. A "revision round" means one consolidated set of feedback submitted in response to a delivered draft.

14.2 Revisions are limited to refinements within the agreed scope. A request that changes direction, objectives, structure, or scope is new work requiring a separate agreement and fee. We will notify you before proceeding if a request falls outside scope.

14.3 Revision requests must be submitted within fourteen (14) calendar days of delivery. Requests submitted after that window may be treated as new work at our discretion.

14.4 Additional rounds beyond the included scope are billed at our then-current hourly rate, communicated to you in advance.

15. User Submissions and Feedback

15.1 Any inquiry, assessment response, comment, suggestion, idea, review, or other material you submit through the Site or to us ("Submissions") is non-confidential unless we have signed a written confidentiality agreement covering it.

15.2 You grant SET Collective a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, and incorporate any Submission for any purpose, including improving our Site, products, Services, and SET Frameworks, without attribution or compensation. You waive any moral rights in Submissions to the extent permitted by law.

15.3 You represent that you own or control the rights to any Submission and that it does not violate these Terms or any third-party right.

16. Reviews, Testimonials, and Results Disclaimer

16.1 Testimonials, case studies, results, metrics, and examples presented on the Site or in our materials reflect the experience of specific clients under specific conditions. They are illustrative and are not a promise, warranty, or prediction of the results you will achieve.

16.2 Marketing, brand, and website outcomes depend on many variables outside our control, including your market, pricing, operations, sales process, capacity, budget, competitive conditions, and third-party platform behavior. SET Collective makes no representation or warranty regarding revenue, leads, inquiries, conversion rates, search rankings, engagement, or any other business outcome.

16.3 Where a testimonial provider received any compensation, discount, or other consideration, that fact will be disclosed as required by applicable Federal Trade Commission guidance.

17. Third-Party Links, Platforms, and Referral Partners

17.1 The Site may link to third-party websites, tools, and platforms. Those links are provided for convenience. We do not control, endorse, or assume responsibility for any third-party site, its content, its data practices, or its products.

17.2 Referral partners. SET Collective maintains referral relationships with third-party firms, including 829 Studios. We may introduce you to a referral partner, and we may receive a referral fee, commission, or other consideration in connection with an introduction or resulting engagement. Any engagement you enter into with a referral partner is solely between you and that partner and is governed by that partner's own agreements. SET Collective is not a party to that engagement, does not supervise the partner's work, and is not responsible or liable for the partner's services, deliverables, pricing, conduct, or data practices.

17.3 Our Services may depend on third-party platforms, including website builders, hosting providers, customer relationship management systems, analytics providers, advertising platforms, and payment processors. We are not responsible for the availability, performance, pricing, policy changes, algorithm changes, outages, or discontinuation of any third-party platform, or for any resulting effect on your business.

18. Use of Artificial Intelligence Tools

18.1 SET Collective uses artificial intelligence and machine learning tools as part of how it operates. Those uses may include drafting and formatting support, research and summarization, editing, transcription and meeting notes, image and asset preparation, code and markup assistance, data organization and analysis, internal standard operating procedures, workflow automation, quality review, and internal training materials.

18.2 All work is reviewed by a human before delivery. AI tools support our team's judgment and do not replace it. Final strategy, recommendations, and deliverables reflect the work of SET Collective personnel.

18.3 We take reasonable steps to use AI tools in a manner consistent with our confidentiality obligations, including preferring tools and settings that do not use business inputs to train third-party models. We do not knowingly submit a Client's confidential or sensitive information to a public consumer AI tool. If a Client requires that no AI tool be used in connection with its engagement, the Client must notify us in writing before work begins, and we will confirm in writing whether we can accommodate the request and at what cost.

18.4 AI-generated or AI-assisted output may contain errors and may not be eligible for copyright protection in every jurisdiction. To the extent any deliverable includes AI-assisted material, SET Collective assigns whatever rights it holds in that material under Section 9.5 but makes no representation or warranty as to the copyrightability or exclusivity of AI-generated elements.

18.5 Nothing in this Section grants you any right to use SET Materials, Templates, or SET Frameworks for AI training. See Sections 7 and 9.3.

19. Electronic Communications, Email, and Text Messages

19.1 By providing your email address or submitting a form, you consent to receive electronic communications from us relating to your inquiry, purchase, or engagement, and, where you have opted in, marketing communications. You may unsubscribe from marketing communications at any time using the link in any marketing email. Transactional and engagement-related communications will continue.

19.2 If you provide a mobile number and opt in to text messaging, message and data rates may apply. You may opt out by replying STOP.

19.3 You consent to conduct business electronically. Electronic signatures, approvals sent by email, acceptance of a proposal through a signing platform, and clickwrap acceptance have the same legal effect as handwritten signatures.

20. Privacy

Your use of the Site and our Services is also governed by our Privacy Policy, available at setcollective.co/privacy-policy, which is incorporated into these Terms by reference. Where SET Collective processes personal information on a Client's behalf in connection with a Service, the parties will enter into a data processing agreement where required by applicable law.

21. Disclaimers

21.1 THE SITE, ALL SITE CONTENT, ALL DIGITAL PRODUCTS, AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

21.2 TO THE FULLEST EXTENT PERMITTED BY LAW, SET COLLECTIVE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

21.3 WE DO NOT WARRANT THAT THE SITE OR ANY DIGITAL PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, SECURE, FREE OF HARMFUL COMPONENTS, COMPATIBLE WITH ANY PARTICULAR PLATFORM, BROWSER, DEVICE, PLUGIN, OR INTEGRATION, OR THAT DEFECTS WILL BE CORRECTED.

21.4 CONTENT ON THE SITE, INCLUDING ARTICLES, GUIDES, ASSESSMENTS, AND RESOURCES, IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES AND IS NOT LEGAL, FINANCIAL, TAX, ACCOUNTING, OR PROFESSIONAL ADVICE. YOU SHOULD CONSULT YOUR OWN ADVISORS BEFORE ACTING.

21.5 Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions the exclusions apply to the fullest extent permitted by law.

22. Limitation of Liability

22.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SET COLLECTIVE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST LEADS, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, LOSS OF SEARCH RANKING, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SITE, ANY DIGITAL PRODUCT, OR ANY SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 SET COLLECTIVE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, ANY DIGITAL PRODUCT, OR ANY SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO SET COLLECTIVE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100).

22.3 The limitations in this Section apply in the aggregate across all claims and are not cumulative per claim. They apply even if a limited remedy fails of its essential purpose.

22.4 Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.

22.5 The parties acknowledge that the fees charged reflect this allocation of risk and that SET Collective would not enter into any engagement without it.

23. Indemnification

23.1 You agree to defend, indemnify, and hold harmless SET Collective and its members, managers, officers, employees, contractors, subcontractors, agents, affiliates, successors, and assigns (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, judgments, settlements, penalties, fines, interest, costs, and expenses, including reasonable attorneys' fees and costs of defense, arising out of or relating to:

• (a) your breach of these Terms or of any Supplemental Agreement;

• (b) your breach of the license restrictions in Section 9 or the framework restrictions in Section 10;

• (c) any Client Material or Submission you provide, including any claim that it infringes, misappropriates, or violates a third party's copyright, trademark, trade secret, publicity, privacy, or other right;

• (d) your use of any deliverable, Digital Product, Template, or Semi-Custom Deliverable in a manner not authorized by these Terms or not contemplated by the applicable engagement, including any modification you or a third party makes after delivery;

• (e) the content, claims, offers, pricing, testimonials, endorsements, professional credentials, or representations published on your website or in your marketing, including any claim under consumer protection, advertising, endorsement, professional licensing, or accessibility law;

• (f) your collection, use, storage, disclosure, or transfer of personal information, including your own privacy policy, cookie practices, consent mechanisms, and compliance with applicable privacy, email, and text messaging laws;

• (g) your violation of any applicable law, regulation, or third-party right;

• (h) your relationship or engagement with any referral partner, third-party platform, vendor, or contractor introduced through or used in connection with our Services; and

• (i) any dispute between you and any of your own clients, customers, employees, or contractors relating to work we performed for you.

23.2 We will provide you with reasonable notice of any claim subject to indemnification. We reserve the right, at your expense, to assume exclusive control of the defense and settlement of any matter subject to indemnification by you, and you agree to cooperate with that defense. You may not settle any matter in a way that imposes any obligation, admission, or restriction on an Indemnified Party without our prior written consent.

23.3 SET Collective's indemnification obligations, if any, are limited to third-party claims that a Custom Deliverable created solely by SET Collective and used in accordance with these Terms infringes a United States copyright, and exclude claims arising from Client Materials, third-party components, Client modifications, use outside the agreed scope, or combination with other materials. SET Collective's total liability under this Section 23.3 is subject to Section 22.2. This is your sole and exclusive remedy for any infringement claim.

23.4 This Section survives termination.

24. Confidentiality

24.1 Each party may receive confidential information belonging to the other. "Confidential Information" includes business strategies, client lists, pricing, financial information, processes, methodologies, creative work product, SET Frameworks, template concepts, launch plans, referral relationships, and any information marked confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.

24.2 Each party agrees to hold the other's Confidential Information in strict confidence, not to disclose it to any third party without prior written consent, and to use it only to fulfill obligations under the applicable engagement. Each party may disclose Confidential Information to its own personnel and contractors who have a need to know and who are bound by obligations at least as protective as these.

24.3 Confidential Information does not include information that is or becomes public through no breach of these Terms, was lawfully known without restriction before disclosure, is independently developed without reference to the disclosing party's information, or is lawfully obtained from a third party without restriction.

24.4 A party may disclose Confidential Information where required by law or valid legal process, provided it gives prompt notice where legally permitted and cooperates in seeking protective treatment.

24.5 These obligations survive for three (3) years following the conclusion of the engagement, and indefinitely for information constituting a trade secret under applicable law.

25. Non-Solicitation and Non-Circumvention

25.1 SET Collective personnel. During any active engagement and for twelve (12) months following its conclusion, termination, or expiration, you agree not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, subcontractor, or affiliate of SET Collective who was involved in delivering services to you; induce or attempt to induce any such individual to end or reduce their relationship with SET Collective; or engage any such individual for services that are the same as or substantially similar to those provided through SET Collective.

25.2 Liquidated damages. A breach of Section 25.1 will result in your payment to SET Collective of liquidated damages equal to the greater of (i) twelve (12) months of that individual's fees as determined by SET Collective, or (ii) fifty thousand United States dollars ($50,000) per individual solicited, hired, or engaged. The parties agree these damages are a reasonable estimate of harm that would be difficult to calculate and are not a penalty.

25.3 Clients and referral partners. During any active engagement and for twelve (12) months following its conclusion, you agree not to directly or indirectly solicit, recruit, or attempt to redirect any other client of SET Collective, or any referral partner introduced by SET Collective, including 829 Studios and any other named partner, for the purpose of bypassing SET Collective's role in a services relationship. A breach of this Section will result in your payment to SET Collective of liquidated damages of twenty-five thousand United States dollars ($25,000) per client or referral partner solicited or redirected.

25.4 This Section is a material condition of engaging with SET Collective and survives termination or completion of any engagement. A general solicitation not specifically directed at SET Collective personnel, such as a public job posting, does not violate Section 25.1.

26. Suspension and Termination

26.1 We may suspend or terminate your access to the Site, to any Digital Product, or to any Service, in whole or in part, at any time and without notice, if we reasonably believe you have violated these Terms, failed to pay any amount when due, or created risk or legal exposure for SET Collective or its clients.

26.2 Either party may terminate an active Services engagement on thirty (30) days' written notice. SET Collective may terminate immediately upon a material breach that is not cured within ten (10) days of written notice, and immediately without cure opportunity for a breach of Section 9, 10, 24, or 25.

26.3 Upon termination you shall promptly pay all fees for work performed through the effective date of termination, together with any non-cancellable third-party costs incurred on your behalf.

26.4 Sections 5, 8, 9, 10, 11, 12, 13.2, 15, 16, 17, 18, 20, 21, 22, 23, 24, 25, 27, 28, and 30 survive termination.

27. Dispute Resolution, Binding Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

27.1 Informal resolution first. Before initiating any proceeding, the parties agree to attempt to resolve the dispute informally by written notice to the other party describing the dispute and the relief sought, followed by a good faith discussion for at least thirty (30) days.

27.2 Binding arbitration. If the dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, any Digital Product, any Service, or any engagement with SET Collective, including questions of formation, scope, breach, termination, validity, or enforceability, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Franklin County, Ohio. Judgment on the award may be entered in any court of competent jurisdiction.

27.3 Class action and jury waiver. Arbitration shall be conducted on an individual basis only. The parties waive any right to a trial by jury and agree not to bring, join, or participate in any class, collective, consolidated, or representative action. The arbitrator may not consolidate claims or preside over any class or representative proceeding. If this waiver is found unenforceable as to any claim, that claim shall proceed in court and the remainder of this Section remains in effect.

27.4 Exceptions. Either party may bring an individual action in small claims court. SET Collective may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction to protect its Confidential Information, intellectual property, SET Materials, SET Frameworks, or license restrictions, without first pursuing informal resolution or arbitration and without waiving this Section.

27.5 Fees. Each party bears its own attorneys' fees and costs. Administrative and arbitrator fees are shared equally unless applicable law or the arbitrator determines otherwise. The prevailing party in any action to enforce Section 9, 10, 24, or 25 is entitled to recover its reasonable attorneys' fees and costs.

27.6 Limitations period. Any claim arising out of or relating to these Terms, the Site, any Digital Product, or any Service must be filed within one (1) year after the claim arose, or it is permanently barred, to the extent permitted by applicable law.

28. Governing Law and Venue

These Terms and all matters arising out of or relating to them, the Site, any Digital Product, or any Service are governed by the laws of the State of Ohio, without regard to conflict of laws principles. Subject to Section 27, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Franklin County, Ohio, and waive any objection based on improper venue or forum non conveniens.

29. Force Majeure

SET Collective is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, severe weather, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, labor action, utility or internet outage, hosting or platform failure, cyberattack, supply chain disruption, governmental action, or serious illness or incapacity of key personnel. Where a force majeure event occurs, timelines are extended by the duration of the event.

30. General Provisions

30.1 Independent contractor. SET Collective is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship. Neither party may bind the other.

30.2 Assignment. You may not assign or transfer these Terms, any license granted under Section 9, or any right or obligation under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment without consent is void. We may assign these Terms without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets.

30.3 Entire agreement. These Terms, together with our Privacy Policy and any applicable Supplemental Agreement, constitute the entire agreement between the parties regarding their subject matter and supersede all prior communications, proposals, representations, and understandings, whether written or oral.

30.4 Severability. If any provision is held invalid or unenforceable, it shall be modified, narrowed, or limited to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.

30.5 Waiver. No waiver of any breach or failure to enforce any provision constitutes a continuing waiver or a waiver of any other provision. Any waiver must be in writing and signed by the waiving party.

30.6 Notices. Notices to SET Collective must be sent to info@setcollective.co and to 277 E Morrill Ave, Columbus, Ohio 43207. Notices to you may be sent to the email address you provided. Notice is effective upon receipt, provided no delivery failure notice is received for email.

30.7 No construction against drafter. These Terms shall not be construed against either party as the drafter.

30.8 Headings. Headings are for convenience only and do not affect interpretation.

30.9 Third-party beneficiaries. There are no third-party beneficiaries to these Terms, except that the Indemnified Parties named in Section 23 may enforce Section 23 directly.

30.10 Export and sanctions compliance. You represent that you will comply with all applicable export control and economic sanctions laws in connection with your use of the Site, Digital Products, and Services.

31. Contact

Questions about these Terms:

SET Collective LLC

277 E Morrill Ave, Columbus, Ohio 43207

info@setcollective.co | stephanie@setcollective.co

+1 (773) 578-2163

setcollective.co

This document was prepared as a draft for review by SET Collective's attorney. It is not legal advice. Bracketed items require confirmation before publication.