TERMS AND CONDITIONS

Effective Date: February 27, 2026

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and B Life Agency (“Agency,” “we,” “our,” or “us”), a marketing agency providing brand strategy, social media management, content creation, paid advertising, influencer and creator partnerships, event marketing, and fractional creative marketing director services.

By engaging our services, signing a service agreement, accessing our website, or otherwise interacting with B Life Agency in a professional capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our services.

These Terms apply in addition to any separate service agreement, statement of work (“SOW”), or proposal executed between you and B Life Agency. In the event of a conflict between these Terms and a signed service agreement, the signed service agreement shall control.

2. Services

2.1 Scope of Services

B Life Agency offers the following marketing services, which may be engaged individually or in combination:

  • Paid Advertising: Strategy, execution, and management of paid media campaigns across digital platforms.

  • Brand & Strategy: Brand identity development, positioning, messaging, and strategic marketing planning.

  • Social Media & Content: Social media account management, content creation, scheduling, community management, and analytics reporting.

  • Fractional Creative Marketing Director: Ongoing strategic marketing leadership provided on a part-time or retainer basis.

  • Influencer & Creator Partnerships: Identification, outreach, negotiation, and management of influencer and content creator collaborations.

  • Event Marketing: Planning, promotion, coordination, and execution of branded events, including influencer retreats and experiential marketing activations.

2.2 Service Delivery

The specific deliverables, timelines, and scope of each engagement will be outlined in a separate service agreement, proposal, or SOW. We will use commercially reasonable efforts to deliver services in a professional and timely manner, consistent with industry standards.

2.3 Client Cooperation

Successful delivery of our services requires your timely cooperation. You agree to provide all necessary information, materials, access, approvals, and feedback within agreed-upon timeframes. Delays caused by your failure to provide required materials or approvals may result in adjusted timelines and, where applicable, additional fees.

3. Fees and Payment

3.1 Pricing

Fees for our services will be set forth in the applicable service agreement, proposal, or SOW. Unless otherwise agreed in writing, all fees are quoted in U.S. dollars and are exclusive of applicable taxes.

3.2 Payment Terms

Unless otherwise specified in a signed agreement, invoices are due within thirty (30) days of the invoice date. We reserve the right to require a deposit or advance payment before commencing work on new projects.

3.3 Late Payments

Overdue invoices may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. We reserve the right to suspend services until all outstanding invoices are paid in full.

3.4 Expenses

Any third-party costs incurred on your behalf (such as advertising spend, stock photography, software subscriptions, printing, shipping, or event venue costs) will be billed separately and are the responsibility of the Client unless otherwise agreed in writing.

3.5 Refund Policy

Due to the nature of creative and marketing services, fees for work already completed or in progress are non-refundable. Refund eligibility for unused portions of prepaid services will be determined on a case-by-case basis and outlined in the applicable service agreement.

4. Intellectual Property

4.1 Client Materials

You retain all ownership rights in any pre-existing intellectual property, brand assets, trademarks, logos, copy, images, and other materials you provide to us for use in performing our services (“Client Materials”). You grant B Life Agency a limited, non-exclusive, revocable license to use Client Materials solely for the purpose of delivering the agreed-upon services.

4.2 Agency Work Product

Unless otherwise specified in a signed service agreement, all original work product created by B Life Agency in the course of performing services (including but not limited to designs, copy, graphics, social media content, marketing strategies, campaign concepts, and event materials) shall be owned by B Life Agency until full payment has been received. Upon receipt of full payment for the applicable services, ownership of the final deliverables shall transfer to you, except as noted in Section 4.3.

4.3 Agency Tools and Templates

B Life Agency retains all rights to proprietary tools, templates, methodologies, frameworks, processes, and general knowledge developed before or during the engagement. These remain the exclusive property of B Life Agency and may be used in other client engagements.

4.4 Portfolio and Case Study Rights

Unless you notify us otherwise in writing, B Life Agency reserves the right to display completed work in our portfolio, case studies, social media, and marketing materials for the purpose of showcasing our capabilities. We will not disclose confidential business information in such materials without your prior written consent.

5. Confidentiality

Each party acknowledges that, in the course of this engagement, it may receive confidential and proprietary information of the other party (“Confidential Information”). Confidential Information includes, but is not limited to, business plans, marketing strategies, customer data, financial information, trade secrets, creative concepts, and any information designated as confidential.

Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or to authorized employees, contractors, or agents who need access to perform the services and who are bound by obligations of confidentiality.

These confidentiality obligations shall survive the termination of the business relationship for a period of two (2) years.

6. Social Media and Account Access

6.1 Account Credentials

Where our services require access to your social media accounts, advertising platforms, website, or other digital accounts, you agree to provide such access through secure methods. B Life Agency will use account access solely for the purpose of delivering agreed-upon services and will not modify account settings, passwords, or permissions beyond the scope of the engagement without your approval.

6.2 Account Ownership

All social media accounts, advertising accounts, and digital properties belonging to the Client remain the sole property of the Client at all times. Upon termination of our engagement, we will promptly transfer or relinquish any access or administrative credentials to your accounts.

6.3 Content Approval

Unless otherwise agreed in writing, all content created for publication on your channels will be submitted for your review and approval prior to posting. If you have granted B Life Agency pre-approval authority for certain content types or posting schedules, you acknowledge responsibility for content published under that authority.

7. Event Terms

7.1 Event Participation

For events organized by B Life Agency (including but not limited to Under the Red Roof and other influencer retreats, workshops, or brand activations), additional terms may apply as communicated during the registration or invitation process.

7.2 Photography and Content Release

By attending or participating in a B Life Agency event, attendees grant B Life Agency and its designated partners permission to photograph, film, and record their likeness, voice, and participation for use in marketing, social media, promotional materials, and portfolio content, unless the attendee notifies us of an objection in writing prior to the event.

7.3 Assumption of Risk

Event attendees acknowledge that participation in events involves inherent risks. Attendees participate voluntarily and assume responsibility for any risks associated with their participation. B Life Agency is not liable for personal injury, property damage, or loss incurred during events, except to the extent caused by our gross negligence or willful misconduct.

7.4 Cancellation and Rescheduling

B Life Agency reserves the right to modify, reschedule, or cancel events due to circumstances beyond our reasonable control, including weather, venue issues, or force majeure events. In the event of cancellation, we will make reasonable efforts to provide refunds or alternative arrangements as applicable.

8. Influencer and Creator Partnerships

8.1 Partnership Terms

When B Life Agency facilitates influencer or creator partnerships on behalf of a Client, the specific terms of each partnership (including deliverables, timelines, compensation, content rights, and FTC disclosure requirements) will be documented in a separate influencer agreement or SOW.

8.2 FTC Compliance

All influencer and creator partnerships facilitated by B Life Agency will comply with applicable Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials. This includes ensuring proper disclosure of material connections between brands and endorsers. Both Client and influencer/creator partners are responsible for maintaining compliance.

8.3 Content Ownership

Unless otherwise specified in the influencer agreement, the content creator retains ownership of their original content. Usage rights granted to the Client or B Life Agency will be defined in the applicable agreement.

9. Representations and Warranties

9.1 Client Representations

You represent and warrant that:

  • You have the legal authority to enter into these Terms and any related service agreements.

  • All Client Materials provided to us are owned by you or you have the necessary rights and licenses to use and share them.

  • Client Materials do not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.

  • Any information you provide to us is accurate, current, and complete.

9.2 Agency Representations

B Life Agency represents and warrants that:

  • We will perform services in a professional manner consistent with generally accepted industry standards.

  • Our work product will be original or properly licensed and will not knowingly infringe upon the intellectual property rights of any third party.

  • We will comply with all applicable laws and regulations in the performance of our services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, B LIFE AGENCY’S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO B LIFE AGENCY DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL B LIFE AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this section do not apply to liability arising from gross negligence, willful misconduct, or fraud.

11. Indemnification

You agree to indemnify, defend, and hold harmless B Life Agency, its owners, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your breach of these Terms; (b) your use of our deliverables; (c) any claim that Client Materials infringe the rights of a third party; or (d) your violation of any applicable law or regulation.

12. Term and Termination

12.1 Term

These Terms are effective as of the date you first engage our services and remain in effect for the duration of our business relationship, unless terminated earlier in accordance with this section.

12.2 Termination for Convenience

Either party may terminate the engagement by providing thirty (30) days’ written notice to the other party. Upon termination, you shall be responsible for payment of all fees for services rendered and expenses incurred through the effective date of termination.

12.3 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable service agreement and fails to cure such breach within fifteen (15) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

12.4 Effect of Termination

Upon termination, B Life Agency will deliver all completed work product for which payment has been received, return or destroy any Client Materials in our possession (upon request), and relinquish access to your accounts. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution shall survive termination.

13. Dispute Resolution

13.1 Informal Resolution

In the event of a dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party, and the parties shall have thirty (30) days to reach a resolution.

13.2 Mediation

If the dispute cannot be resolved through informal negotiation, either party may request mediation before a mutually agreed-upon mediator. The costs of mediation shall be shared equally by both parties.

13.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws provisions. Any legal action or proceeding not resolved through mediation shall be brought exclusively in the state or federal courts located in Ada County, Idaho.

14. General Provisions

  • Entire Agreement: These Terms, together with any signed service agreements, proposals, or SOWs, constitute the entire agreement between the parties and supersede all prior or contemporaneous oral or written agreements, representations, or understandings.

  • Amendments: These Terms may only be modified by a written instrument signed by both parties or by B Life Agency posting updated Terms on our website with reasonable notice.

  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

  • Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

  • Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. B Life Agency may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

  • Independent Contractor: The relationship between B Life Agency and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

  • Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, power failures, internet disruptions, or labor disputes.

  • Notices: All formal notices under these Terms shall be in writing and delivered by email with confirmed receipt or by certified mail to the addresses specified in the applicable service agreement.

15. Contact Information

For questions or concerns about these Terms and Conditions, please contact:


B Life Agency

Email: info@blifeagency.com