Client Services Agreement

This Client Services Agreement (the “Agreement”) is between Brownie Helps, operated by Derek Taing (doing business as Brownie Helps) in Huntington Beach, California (“Brownie Helps,” the “Agency,” “we”), and the person or business purchasing services (the “Client,” “you”). It governs every paid engagement — installs, monthly retainers, audits, and add-ons.

How this Agreement is accepted

• At checkout. When you purchase a plan through our site, you accept this Agreement by checking the agreement box in Stripe Checkout. The Effective Date is the date of that purchase, and your Scope of Work and Fees are the plan, add-ons, seats, and amounts shown in that checkout and on your receipt.
• By Order Form.For custom engagements, you accept this Agreement by signing an Order Form that references it. The Order Form’s scope, fees, and term control if they differ from a standard plan.

Electronic acceptance (a checkout consent or an e-signature) has the same force as a handwritten signature. The version you accept is the version posted at the time of acceptance; the current version is dated at the bottom of this page.

1. Term

Services begin on the later of the Effective Date or our receipt of the Installation Fee and first Monthly Retainer. Plans that include a monthly retainer run for an initial period of 3 months(the “Initial Term”), then renew automatically month-to-month until either party gives at least thirty (30) days’ written notice of non-renewal (email is sufficient). One-time purchases (for example a paid audit or Launch Support) have no recurring term — they end when delivered.

2. What each party does

• We provide the services in your Scope of Work — the Brownies and deliverables included in the plan and add-ons you purchased, as described on our pricing page and order confirmation at the time of purchase.
• You cooperate by providing the information, brand assets, approvals, and account access we reasonably request (through the client portal intake and channel connections) so we can build, deploy, operate, and maintain your systems. Delays in providing access delay the work, not the billing.

3. Fees & payment

• Installation Fee. A one-time setup fee, charged on your first invoice, due before work commences.
• Monthly Retainer. A recurring monthly fee for ongoing operation, maintenance, optimization, and support, billed automatically each month through Stripe from the date of purchase.
• Payment method.You authorize us, through Stripe, to charge your payment method on file for the Installation Fee and each Monthly Retainer, and you’ll keep a valid payment method on file for the Term.
• Additional services. Anything beyond your Scope of Work — custom builds, out-of-scope requests — is quoted, approved in writing (email sufficient), and billed separately.
• Late or failed payment.If a payment fails or is past due, we may pause work and active Brownies until it’s resolved, and past-due amounts may accrue a late charge of 1.5% per month (or the maximum permitted by law, if lower).
• Refunds. Handled case-by-case; not offered for work already started or completed, including the Installation Fee once work has commenced.

4. Termination

After the Initial Term, either party may terminate with thirty (30) days’ written notice; the notice period starts on the next billing date after notice is given. We may suspend or terminate earlier for non-payment, misuse, or material breach. On termination, each party returns or destroys the other’s Confidential Information, we cooperate reasonably in transitioning services, and you pay all undisputed amounts for work performed through the termination date. Deliverables affected by unpaid fees may not be used until paid in full. We are not liable for costs you incur because of termination.

5. Confidentiality

Neither party will use or disclose the other’s Confidential Information except to perform this Agreement. “Confidential Information” includes business and product plans, financials, customer lists, intake answers, credentials, source code, processes, and anything that would reasonably appear confidential — but not information already lawfully possessed or that becomes public through no fault of either party. Disclosure is permitted with prior written approval or under a lawful court or government order. On request, Confidential Information is promptly returned or destroyed.

6. Ownership & intellectual property

• Agency IP.Brownie Helps and its licensors own the Brownies and everything underneath them — agents, models, prompts, workflows, templates, automations, software, systems, and platform, including improvements (“Agency-Provided IP”).
• Custom Deliverables. Work we build specifically for you — your redesigned website, brand kit, copy, configured funnels — is yours once paid in full, excluding any Agency-Provided IP inside it.
• Other materials.Materials we provide that weren’t built specifically for you come with a perpetual, worldwide, royalty-free, non-exclusive, non-transferable license for your internal business use.
• Embedded Agency IP. Where Agency-Provided IP is embedded in a deliverable, you get a perpetual license to keep using it as embedded in that deliverable — not as a stand-alone product.
• Knowledge capital. Both parties may use the general skills, know-how, and techniques gained during the engagement.

7. Marketing rights

You grant us a royalty-free right to reference you as a client — your name, logo, and a description of the work and results — in our portfolio and marketing. We’ll get your prior written consent (email is fine) before publishing your founder’s personal story or specific case-study figures, and you can revoke this right going forward at any time with written notice.

8. No guarantee of outcome

We act in a commercially reasonable manner, but we do not warrant or guarantee any particular result — revenue, lead volume, rankings, conversion rates, or sales figures. Marketing and sales performance depend on many factors outside our control.

9. Limitation of liability

NEITHER PARTY IS LIABLE TO THE OTHER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES — INCLUDING LOST REVENUE, ANTICIPATED PROFIT, LOST BUSINESS, OR COST OF DELAY — THAT ARE NOT THE DIRECT RESULT OF A PARTY’S BREACH. ANY CLAIM ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE AMOUNTS THE CLIENT PAID BROWNIE HELPS IN THE THREE (3) MONTHS BEFORE THE CLAIM AROSE.

10. Mutual indemnification

Each party will indemnify and hold the other harmless from claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from its own acts or omissions within the scope of this Agreement, except where the other party was grossly negligent or engaged in willful misconduct.

11. Non-solicitation; non-exclusivity

• During the Term and for twelve (12) months after, you won’t directly or indirectly solicit for employment or engagement anyone who performed work under this Agreement and is then a Brownie Helps employee or contractor.
• Brownie Helps may perform the same or similar services for other clients during and after the Term.

12. Professional conduct

Both parties will keep the relationship professional and free from harassment. Persistent unlawful harassing behavior after notice is a breach entitling the non-offending party to terminate and be paid in full for services performed through the termination date.

13. Governing law & arbitration

This Agreement is governed by the internal laws of the State of California, without regard to conflict-of-law principles. Any dispute arising out of or related to it will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules, seated in Orange County, California. The award is final, binding, and enforceable; the prevailing party is entitled to reasonable costs and attorneys’ fees. Either party may seek injunctive relief where a remedy at law would be insufficient.

14. Force majeure

Neither party is in breach for failures caused by events beyond its reasonable control that reasonable diligence can’t overcome — strikes, riots, war, terrorism, acts of God, floods, pandemic, third-party platform outages, or acts of government.

15. Notices

Notices must be in writing. Email counts: to you, at the email on your account; to us, at billing@browniehelps.com. Email notices are deemed given on the date sent during normal business hours (otherwise the next business day).

16. Miscellaneous

This Agreement can be amended only in writing agreed by both parties (for standard plans, by our posting an updated version and your continued renewal after notice of a material change). No waiver is a waiver of any other right. Confidentiality and IP provisions survive termination. If any provision is held unenforceable, the remainder continues in effect, modified to the minimum extent necessary. This Agreement, together with your order (checkout selection or Order Form) and our Terms of Service, is the entire agreement for your engagement and supersedes prior understandings. If this Agreement conflicts with the Terms of Service for a paid engagement, this Agreement controls.

What to expect from us

The spirit behind the legal language

• Our goal is to help you grow — more qualified leads, more sales, higher customer lifetime value — by building and operating AI systems that do the work for you so you can focus on winning.
• We can’t guarantee outcomes, but we’ll share the data and reporting you need to see what’s working and where to improve.
• Great results are a team effort — we rely on your expertise and timely input about your brand, product, and customers so our Brownies represent you accurately.
• We standardize the backend and customize the frontend: a premium, on-brand experience built on a reliable system.
• We’ll keep you informed and meet with you on a recurring basis to fine-tune the systems and plan ahead.

Last updated: July 6, 2026 · Questions? Contact us.