Talloo Engagement Agreement

Effective Upon Client Acceptance of Any Statement of Work

Talloo LLC
3715 E Overland Rd., Ste 170 A
Meridian, ID 83642
legal@talloo.com

1. Purpose of this Agreement

This Engagement Agreement (“Agreement”) establishes the legal terms under which Talloo LLC (“Agency”) provides services to the Client.

When a Client accepts a project-specific Statement of Work (“SoW”), that SoW incorporates this Agreement by reference and becomes governed by its terms.

A signed SoW is required before any services begin.

2. Relationship Between this Agreement and the SoW

  • Each SoW defines scope, deliverables, timeline, fees, and project-specific details.

  • This Agreement defines legal terms only.

  • If a conflict exists, the SoW controls for that specific project only.

  • All other terms default to this Agreement.

This structure allows Talloo to maintain consistent legal terms while offering flexible project scopes.

3. Term of Agreement

This Agreement remains in effect indefinitely once the Client accepts their first SoW, until terminated according to Section 13.

Each SoW may define separate start/end dates.

4. Scope of Services

Talloo may provide any combination of services described in the applicable SoW, which may include:

  • Website design & development

  • Local SEO & digital marketing

  • Revenue Operations (RevOps) consulting

  • Systems selection, implementation & integration

  • Process design, automation & workflow optimization

  • Content production

  • Creative & design services

  • Technical configuration

Only the items included in a signed SoW are included in the project.

5. Fees, Deposits, Invoicing & Payment

  • Fees and deposit requirements are defined in the SoW.

  • Deposits are non-refundable.

  • Invoices are due upon receipt.

  • Talloo may pause work for non-payment or if Client fails to provide required access, information, or approvals.

  • Past-due invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.

  • Client is responsible for all necessary third-party software, hosting, and subscription costs unless the SoW explicitly states otherwise.

6. Change Requests & Out-of-Scope Work

Any change to scope requires a written Change Order.
Change Orders may impact pricing and timelines.
Work outside scope will not begin without written approval.

7. Client Responsibilities

Client agrees to:

  • Provide required content, assets, feedback, access, and credentials.

  • Respond to communication in a timely manner.

  • Ensure all materials provided are legally usable.

  • Maintain third-party accounts required for service delivery.

Delays caused by the Client extend the timeline and may incur additional fees.

8. Intellectual Property Rights

8.1 Client Ownership

Upon full payment, Client receives ownership rights to the final deliverables created specifically for their project, including:

  • Final website files

  • Final design assets

  • Final written content

  • Final configured documentation

8.2 Talloo Ownership

Talloo retains ownership of:

  • Proprietary systems, templates, libraries, components, frameworks

  • Internal workflows and processes

  • Reusable design elements and code

  • AI prompts, tools, and configuration structures

  • Any pre-existing Talloo intellectual property

Client receives a non-exclusive license to use such items only as integrated into deliverables.

8.3 Portfolio Rights

Talloo may display completed work in portfolios and marketing materials unless Client requests otherwise in writing.

9. Work Acceptance

Unless the SoW defines an approval process, deliverables are deemed accepted 7 days after delivery if no written concerns are submitted during that time.
Talloo will correct in-scope issues identified during the acceptance period.

10. No Guarantee of Business or Marketing Results

Client understands that Talloo does not guarantee:

  • Search engine rankings

  • Lead volume

  • Conversion rates

  • Revenue increases

  • Audience growth

  • Platform-specific outcomes

Talloo provides industry-standard best efforts but cannot control third-party platform behavior, algorithms, competition, or Client performance.

11. Warranty

Talloo warrants services will be performed professionally and according to industry standards.
Warranty period is 30 days from acceptance.

Warranty excludes:

  • Client modifications after delivery

  • Third-party platform failures

  • Hosting or environment instability

  • Security issues caused by Client or unauthorized parties

  • Changes made by others after delivery

Talloo’s sole warranty obligation is to correct non-conforming work.

12. Limitation of Liability

Talloo’s total liability is limited to the fees paid for the specific SoW giving rise to the claim.
Talloo is not liable for:

  • Indirect or consequential damages

  • Lost profits

  • Lost business or opportunities

  • Platform outages, policy changes, or algorithm shifts

Client agrees to indemnify Talloo for claims arising from Client content, misuse, or breach.

13. Termination

This Agreement or any SoW may be terminated as follows:

For Cause

Either party may terminate if the other materially breaches and fails to cure within 30 days.

Without Cause

Either party may terminate with 30 days written notice.

Upon Termination

  • Client must pay for all work completed to date.

  • Deposits remain non-refundable.

  • Talloo may, at its discretion, provide partially completed deliverables.

14. Confidentiality

Both parties agree to protect confidential information.
Obligations survive for 5 years after termination.
Public information or routine marketing usage is not confidential.

15. Non-Disparagement

Both parties agree not to make false or defamatory statements about the other.
This does not restrict statements required by law or compliance.

16. Legal Compliance

Both parties will comply with applicable laws and regulations in performing this Agreement.

17. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control.

18. Amendments

This Agreement may be amended only through a written modification executed by both parties.

19. Governing Law

This Agreement is governed by Idaho law.

20. Notices

Formal notices must be sent to:

Talloo LLC
3715 E Overland Rd., Ste 170 A
Meridian, ID 83642
legal@talloo.com

Or to the Client address listed in the relevant SoW.

21. Entire Agreement

This Agreement, together with any accepted SoW(s), constitutes the entire agreement between Talloo and Client.

22. Electronic Acceptance

Client’s electronic signature or digital acceptance of any SoW constitutes acceptance of this Agreement and all linked terms.